As filed with the Securities and Exchange Commission on June 29, 2001
                                                            Registration No. [ ]

--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-3

                             REGISTRATION STATEMENT
                                      UNDER

                                   ----------
                           THE SECURITIES ACT OF 1933

                                ATEC GROUP, INC.
                         (Name of Issuer in its charter)

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

            (Primary Standard Industrial Classification Code Number)

                                   13-3679659

                      (I.R.S. Employee Identification No.)

                                   ----------
                                  69 Mall Drive
                             Commack, New York 11725
                                 (631) 459-6298

        (Address and telephone number of principal executive offices and
                          principal place of business)

                                ATEC Group, Inc.
                       Surinder Rametra, Chairman and CEO
                                  69 Mall Drive
                             Commack, New York 11725
                                 (631) 459-6298
            (Name, address and telephone number of agent for service)
                        Copies of all communications to:

                               Gary W. Mair, Esq.
                     Silverman, Chernis, Shin & Byrne, P.C.
                        381 Park Avenue South, Suite 1601
                            New York, New York 10016
                                 (212) 779-8600

      Approximate date of proposed sale to the public: From time to time or at
one time after the effective date of this Registration Statement.


<PAGE>

      If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

      If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, as amended ("Securities Act"), other than securities offered only in
connection with dividend or reinvestment plans, check the following box. [X]

      If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

      If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]

      If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

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


                                       2
<PAGE>

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
                                         Proposed     Proposed
Title of                                 Maximum      Maximum
Each Class                               Offering     Aggregate    Amount of
of Securities          Amount to be      Price Per    Offering     Registration
to be Registered       Registered(1)     Share        Price        Fee(2)
--------------------------------------------------------------------------------


Common Stock            105,000           $0.70       $73,500         $18.40

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

TOTAL                   105,000                       $73,500

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

(1)   For the purpose of estimating the number of shares of common stock to be
      included in this registration statement, which consists of 105,000 shares
      of our common stock issuable upon conversion of Series J Preferred Shares
      issued by registrant pursuant to a Settlement Agreement. Pursuant to rule
      416 of the Securities Act, this registration statement also covers such
      indeterminable additional shares as may become issuable as a result of any
      future stock splits, stock dividends or similar transactions.

(2)   Estimated solely for the purpose of calculating the amount of the
      registration fee in accordance with Rule 457 under the Securities Act of
      1933, based on the average of the high and low prices of ATEC Group, Inc.,
      common stock as reported on the American Stock Exchange on June 26, 2001.

      The registrant hereby amends this registration statement on the date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the registration statement
shall become effective on a date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.


                                       3
<PAGE>

                                 ATEC GROUP, INC

      Our selling stockholders, or their transferees, pledgees, donees or
successors are selling up to 105,000 shares of ATEC Group, Inc. (ATEC, "our",
"we" or "us") common stock. The 105,000 shares of our common stock are issuable
upon the conversion of our Series J preferred shares issued by the registrant
pursuant to a Settlement Agreement.

      We are not selling any of the shares of our common stock under this
prospectus and we will not receive any of the proceeds from the sales by the
selling stockholders of the shares.

      Upon conversion of our Series J preferred shares. The selling stockholders
may sell the shares of our common stock they are offering in a number of
different ways and at varying prices. We provide more information about the
selling stockholders and how they may sell their shares in the section titled,
"Plan of Distribution."

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

         Please see the risk factors beginning on page 8 to read about certain
factors you should consider before buying shares of our common stock.

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

      Our common stock is listed on the American Stock Exchange under the
symbol, TEC. On June 26, 2001, the closing sale price of a share of our common
stock, as reported on the American Stock Exchange was $ 0.70.

      The mailing address of our principal executive offices is 69 Mall Drive
Commack, New York 11725, and the telephone number is (631) 459-6298.

      Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined that
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                The date of this prospectus is _______, __, 2001


                                       4
<PAGE>

                 Where you can find more information about ATEC

      We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any document we file at the Securities and Exchange Commission's public
reference room in Washington, D.C., New York, New York, and Chicago, Illinois.
Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further
information on the public reference rooms. Our filings are also available at the
Commission's web site, http://www.sec.gov.


                                       5
<PAGE>

                               Prospectus Summary

      Because this is a summary, it may not contain all information that may be
important to you. You should read this entire prospectus, including the
information incorporated by reference and the financial data and related notes,
before making an investment decision. When used in this prospectus, the terms
"we," "our" and "us" refer to ATEC Group, Inc., and not to the selling
stockholders.

                                ATEC Group, Inc.

Overview.

      ATEC Group, Inc. ("Atec, our, we or us") is a one-stop provider of a full
line of information technology products and services to businesses,
professionals, government and educational institutions. We offer multiple
solutions to our clients that we believe generates loyalty and improves our
ability to seek higher margins. We have developed several core competencies,
including system design, software development, networking, server-based
computing, help desk, wireless telecommunications, voice over TP, high speed
bandwidth e-commerce, web-hosting, ISP, ASP and Internet/Intranet solutions.

      We also continue to commit significant resources to establish our PC
manufacturing division, Nexar(R), which offers a line of branded computer
products built with state-of-the-art technology. Nexar manufactures
industry-standard PCs whose advanced and patented design enables clients to
affordably upgrade all major system components, minimizing upgrade cost. Nexar
provides 24/7 toll-free hardware and software support, including off-the-shelf
software.

      Our e-commerce website, www.atecgroup.com, is designed to ensure our
clients seamless access, security, speed and ease of use. It employs a unique
and powerful search engine and database that was developed in-house and is
continually being reengineered. We plan to market this search engine and
e-commerce development capability as a new offering to our clients while
continuing our own expansion into the e-commerce marketplace.


                                       6
<PAGE>

      Our Technology Integration Services division streamlines and strengthens
our core business. We enhanced this division by acquiring ICM International,
Inc., a private company based in Albany, NY. ICM is one of the leading Citrix
server-based solution providers in the Northeast. The acquisition of ICM opened
new avenues for us such as turn-key server-based computing, storage networks and
complete end-to-end solutions, including implementation, project management and
program custom applications on platforms such as Citrix, Microsoft NT, Netware,
Linux, Unix, Java and others.


                                       7
<PAGE>

                                  Risk Factors

You should carefully consider the following factors and other information in
this prospectus before deciding to invest in shares of our common stock. This
prospectus contains forward-looking statements which can be identified by the
use of words such as "intend," "anticipate," "believe," "estimate," "project,"
or "expect" or other similar statements. These statements discuss future
expectations, contain projections of results of operations or of financial
condition, or state other "forward-looking" information. When considering these
statements, you should keep in mind the risk factors described below and other
cautionary statements in this prospectus. The risk factors described below and
other factors noted throughout this prospectus, including certain risks and
uncertainties, could cause our actual results to differ materially from those
contained in any forward-looking statement.

We may not be able compete in our industry due to industry-wide price reductions
of computer products.

      The microcomputer industry has been characterized by intense price
reductions among major hardware and software vendors. During the past several
years all major hardware vendors have instituted aggressive price reductions in
response to lower component costs and discount pricing by microcomputer
manufacturers. Since many of these products are similar to ours, we must be able
to match these price cuts. We may not be able to continue to compete effectively
in this industry given these intense price reductions. If our competitors
continue to reduce prices or develop other pricing or distribution strategies,
our business may be negatively effected. Further, our current rate of revenue
growth may not continue in the future and our future operations may not be
profitable.

We may issue additional shares, which would reduce your ownership percentage and
dilute the value of your shares.

Certain events over which you have no control over could result in the issuance
of additional shares of our common stock, which would dilute your ownership
percentage in us. We may issue additional shares of common stock to raise
additional capital or finance acquisitions or upon the exercise of outstanding
options, warrants or conversion of preferred shares. If our warrants, options or
preferred shares are exercised or converted, as the case may be, these
securities will reduce your percentage ownership of common stock and could
dilute the value of your shares. A significant number of our outstanding shares
of common stock is also immediately tradeable without restriction under the
Securities Act. "Affiliates," as defined in the Securities Act, must always sell
their shares in accordance with the terms, including volume limitations, of Rule
144 under the Securities Act.


                                       8
<PAGE>

We are dependent upon the continued growth in the use of the Internet.

Our future operating results are highly dependent upon the increased use of the
Internet by consumers. If widespread commercial use of the Internet does not
develop, our business, results of operations and financial condition will be
negatively affected in connection with our server-based computing, high speed
bandwidth e-commerce, web-hosting, ISP, ASP and Internet/Intranet solutions.

We depend on the continued development and reliability of Internet
infrastructure.

      We depend on the reliability, speed, data capacity, ease of use,
accessibility and security of the Internet in connection with our services
provided through the Internet. The success of our services and products depend,
in large part, upon the further development of an infrastructure for providing
Internet access and services. The Internet has experienced, and it is expected
to continue to experience, significant growth in the number of users. The
Internet infrastructure may not be able to support the demands placed on it by
this continued growth in use. The Internet could also lose its viability due to
delays in the development or adoption of new standards and protocols to handle
increased levels of Internet activity or due to increased governmental
regulation. The infrastructure or complementary services necessary to make the
Internet a viable commercial marketplace may not develop or become a viable
commercial marketplace for services and products such as the services that we
currently offer. If this happens, our business, results of operations and
financial condition will be negatively affected.

We depend on our computer infrastructures and will be adversely affected by any
failure or damage to our systems.

Our system is vulnerable to damage from fire, flood, earthquakes, power loss,
Telecommunications failures, break-ins and similar events. Moreover, we do not
presently have a disaster recovery plan, carry any business interruption
insurance or have any secondary "off-site" systems or a formal disaster recovery
plan. A system failure at our present location would have a major adverse affect
on the performance of our services.

Our services are susceptible to disruptive problems.

Despite our implementation of network security measures, our servers are
vulnerable to computer viruses, physical or electronic break-ins and similar
disruptive problems. Computer viruses, break-ins or other problems caused by
third parties could lead to interruptions, delays or cessation in service to
users of our services and products. Any of these risks could have a negative
effect on our business, results of operations and financial condition.


                                       9
<PAGE>

We need to manage our growth effectively.

      Our growth has placed, and will continue to place, a significant strain on
our managerial, operational and financial resources. We need to:

o     improve our financial and management controls, reporting systems and
      procedures;

o     expand, train and manage our work force for marketing, sales and support,
      product development, site design, and network and equipment repair and
      maintenance; and

o     manage multiple relationships with various customers, strategic partners
      and other third parties.

If we do not continually upgrade technology, we may not be able to compete in
our industry.

      We will need to continually expand and upgrade our infrastructure and
systems and ensure high levels of service, speedy operation, and reliability. In
addition, we will have to improve our methods for measuring the performance and
commercial success of our different products to better respond to customer
demands for information on product effectiveness and to better determine which
products and services can be developed most profitably. Our current and planned
personnel, financial and operating procedures and controls may not be adequate
to support our future operations. If we are unable to manage our growth
effectively, our business will be negatively effected.

We face significant competition from similar companies.

There are similar companies to us which provide information technology products
and services to businesses, professionals, government and educational
institutions. As a result, the information technology business is highly
competitive. We believe that competition with us will intensify. Currently, our
primary competitors include companies such as major personal computer
manufacturers, retailers and distributors which also offer computer products and
services.

      Many of our current and potential competitors have substantially greater
human and financial resources, experience, and brand name recognition than we
do, and may have significant competitive advantages through other lines of
business and existing business relationships. Our competitors may develop
products or services that are superior to ours or achieve greater market
acceptance than our products and services.

Our operations depend on our ability to maintain favorable relationships with
third party suppliers.

We currently have three suppliers, which together accounted for a majority of
our purchases in fiscal 2000. The loss of our suppliers could have a material
adverse


                                       10
<PAGE>

effect on our operations during the short-term until we were able to generate
replacement sources, although there can be no assurance of obtaining new
sources. Although we believe this access is available from several alternative
suppliers, we may not be able to obtain substitute services from other providers
at reasonable or comparable prices or in a timely manner. Substantial failure by
any of these third parties to perform could negatively affect our business,
results of operations, and financial condition.

The loss of the services of our executive officers, Surinder Rametra, Ashok
Rametra or James Charles could hurt our chances for success.

      We are dependent on the continued employment and performance of our
executive officers and key employees, particularly of our CEO, Surinder Rametra,
President, Ashok Rametra and CFO James Charles. The loss of Messrs S. Rametra,
A. Rametra or Charles or their incapacity to perform their duties, would have a
materially negative effect upon our activities and prospects. The loss of the
services of any of our key employees or officers could adversely affect our
business.

                 Disclosure Regarding Forward-Looking Statements

      The discussion in this prospectus contains forward-looking statements that
involve substantial risks and uncertainties. In some cases you can identify
these statements by forward-looking words such as "anticipate," "estimate,"
"project," "intend," and similar expressions which we have used to identify
these statements as forward- looking statements. These statements appear
throughout this prospectus and are statements regarding our intent, belief, or
current expectations, primarily with respect to the operations of ATEC Group,
Inc., or related industry developments. You are cautioned that any such
forward-looking statements do not guarantee future performance and involve risks
and uncertainties, and that actual results could differ materially from those
discussed here, including "Risk Factors," and in the documents incorporated by
reference in this prospectus.

                                 Dividend Policy

      We have not paid any cash dividends since our inception and do not
anticipate paying cash dividends in the foreseeable future.

                              Selling Stockholders

      The following table sets forth the holders of our Series J Preferred Stock
which are convertible into shares of our common stock.

      The third column lists, for each selling stockholder, each selling
stockholder's portion, based on its ownership of 105,000 shares issuable under
the Series J Preferred Stock offered in the prospectus, which is a part of this
registration


                                       11
<PAGE>

statement.

      For purposes of estimating the number of shares of common stock to be
registered for resale by this prospectus, we include 105,000 shares of our
common stock issuable under our Series J Preferred Stock. The fourth column
assumes the sale of all of the shares offered by each selling stockholder.

      To our knowledge, none of the selling stockholders has had any position
with, held any office of, or had any other material relationship with us.

      The information is based on information provided by or on behalf of the
selling stockholders, the selling stockholders may offer all, some or none of
their shares of our common stock.


                                       12
<PAGE>

         Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Percentage calculations are based upon
7,348,301 shares of our common stock outstanding as of June 25, 2001.

                              Beneficial
                              Ownership of     Number of
                              Securities       Securities        Percent of
                              Prior to         Registered for    Outstanding
                              Offering         Sale hereby       Shares Owned
Name of Selling               Common           Common            After Offering
Stockholder                   Stock            Stock             Common Stock
-----------                   -----            -----             ------------

Maryann Steinbock             43,418           43,418                 -0-

Leonard Wald &                26,618           26,618                 -0-
Elizabeth Wald

Braverman Warfield LLP        34,965           34,965                 -0-

                            Description of Securities

      The following section does not purport to be complete and is qualified in
all respects by reference to the detailed provisions of our certificate of
incorporation and by-laws, as amended, copies of which have been filed with our
registration statement of which this prospectus forms a part.

      Our authorized capital stock consists of: (i) 70,000,000 shares of common
stock, $.01 par value; and (ii) 10,000,000 shares of Preferred stock, $.01 par
value. As of June 25, 2001 7,348,301 shares of our common stock were issued and
outstanding, 8,371 shares of the series A preferred stock were issued and
outstanding; 1,458 shares of the series B preferred stock were issued and
outstanding; 309,600 shares of the series C preferred stock were issued and
outstanding, and 105,000 shares of series J were issued and outstanding.

Common Stock.

      Shares of our common stock are entitled to one vote per share, either in
person or by proxy, on all matters that may be voted upon by the owners of our
shares at meetings of our shareholders. There is no provision for cumulative
voting with respect to the election of directors by the holders of common stock.
Therefore, the holders of more than 50% of our shares of outstanding common
stock can, if they choose to do so, elect all of our directors. In this event,
the holders of the remaining


                                       13
<PAGE>

shares of common stock will not be able to elect any directors.

      The holders of common stock:

o     have equal rights to dividends from funds legally available therefore,
      when and if declared by our board of directors;

o     are entitled to share ratably in all of our assets available for
      distribution to holders of common stock upon liquidation, dissolution or
      winding up of our affairs; and

o     do not have preemptive rights, conversion rights, or redemption of sinking
      fund provisions.

The outstanding shares of our common stock are duly authorized, validly issued,
fully paid and nonassessable.


                                       14
<PAGE>

Series J Preferred Stock.

Under our certificate of incorporation, as amended, our board of directors is
authorized, subject to certain limitations prescribed by law, without further
stockholder approval, from time to time to issue up to an aggregate of
10,000,000 shares of preferred stock. The preferred stock may be issued in one
or more series. Each series may have different rights, preferences and
designations and qualifications, limitations and restrictions that may be
established by our board of directors without approval from the shareholders.
The terms of the series J preferred stock included in this registration
statement, for which this prospectus forms a part are only briefly summarized in
this prospectus. To obtain further information concerning the rights,
preferences and terms of the series J preferred stock, you may contact James
Charles, CFO of ATEC by writing your request to ATEC, 69 Mall Drive, Commack,
New York, 11725.

      Pursuant to the terms of a Settlement Agreement, dated May 4, 2001, by and
among us and certain of the selling stockholders, we issued 105,000 shares of
series J preferred stock to the Stockholders named in the registration statement
for which this prospectus forms a part.

                                 Use of Proceeds

      We will not receive any of the proceeds from the sale of our common stock
by the selling stockholders.

                              Plan of Distribution

      The shares of our common stock offered by this prospectus may be sold from
time to time by the selling stockholders, to purchasers directly by them in one
or more transactions at a fixed price, which may be changed, or at varying
prices determined at the time of sale or at negotiated prices. Such prices will
be determined by the holders of such securities or by agreement between such
holders and underwriters or dealers who may receive fees or commissions in
connection with such sales.

      Each of the selling stockholders, may from time to time offer shares of
our common stock beneficially owned by them through underwriters, dealers or
agents, who may receive compensation in the form of underwriting discounts,
commissions or concessions from the selling stockholder and the purchasers of
the shares for whom they may act as agent. Each of the selling stockholders will
be responsible for payment of commissions, concessions and discounts of
underwriters, dealers or agents. The aggregate proceeds to the selling
stockholders, from the sale of the shares of our common stock offered by them
will be the purchase price of such shares less discounts and commissions, if
any. Each of the selling stockholders


                                       15
<PAGE>

reserves the right to accept and, together with their agents, from time to time
to reject, in whole or in part, any proposed purchase of shares to be made
directly or through agents. We will not receive any of the proceeds from this
offering. Alternatively, the selling stockholders may sell all or a portion of
the shares of our common stock beneficially owned by them and offered from time
to time on any exchange on which the securities are listed on terms to be
determined at the times of such sales. The selling stockholders may also make
private sales directly or through a broker or brokers.

      From time to time, the selling stockholders may transfer, pledge, donate
or assign shares of our common stock to lenders or others, and each of such
persons will be deemed to be a "selling stockholder" for purposes of this
prospectus. The number of shares beneficially owned by a selling stockholder who
transfers, pledges, donates or assigns shares of our common stock will decrease
as and when they take such actions. The plan of distribution for shares sold
under this prospectus will otherwise remain unchanged, except that the
transferees, pledgees, donees or other successors will be selling stockholders
under this prospectus and may sell their shares in the same manner as the
selling stockholders.

      A selling stockholder may enter into hedging transactions with
broker-dealers, and the broker-dealers may engage in short sales of the shares
of our common stock in the course of hedging the positions they assume with such
selling stockholder, including in connection with distribution of the shares of
our common stock by such broker-dealers. In addition, a selling stockholder may,
from time to time, sell short the shares of our common stock, and in such
instances, this prospectus may be delivered in connection with such short sales
and the shares offered may be used to cover such short sales. The selling
stockholders may also enter into option or other transactions with broker-
dealers that involve the delivery of the shares of our common stock to the
broker-dealers, who may then resell or otherwise transfer such shares. The
selling stockholders may also loan or pledge the shares to a broker-dealer and
the broker-dealer may sell the shares as loaned or upon a default may sell or
otherwise transfer the pledge shares.

      The selling stockholders and any underwriters, dealers or agents that
participate in the distribution of the shares of our common stock offered by
this prospectus may be deemed to be underwriters within the meaning of the
Securities Act, and any discounts, commissions or concessions received by them
and any provided pursuant to the sale of shares by them might be deemed to be
underwriting discounts and commissions under the Securities Act.

      In addition, any securities covered by this prospectus which qualify for
sale pursuant to Rule 144 or Rule 144A of the Securities Act may be sold under
Rule 144 or Rule 144A rather than pursuant to this prospectus. There is no
assurance that any selling stockholder will sell any or all of the shares of our
common stock described in this prospectus, and any selling stockholder may
transfer, devise or gift


                                       16
<PAGE>

such securities by other means not described in this prospectus.

      If necessary, the specific shares of our common stock to be sold in this
prospectus, the names of the selling stockholders, the respective purchase
prices and public offering prices, the names of any agent, dealer or
underwriter, and any applicable commissions or discounts with respect to a
particular offer will be set forth in an accompanying prospectus supplement or,
if appropriate, a post-effective amendment to the registration statement of
which this prospectus is a part.

      We will pay substantially all of the expenses incurred by the selling
stockholders and us incident to the offering and sale of the shares of our
common stock, excluding any underwriting discounts or commissions.

                          Transfer Agent and Registrar

      The transfer agent and registrar for our common stock is North American
Stock Transfer.

                                  Legal Matters

      The legality of the common stock offered in this prospectus has been
passed upon for us by Silverman, Chernis, Shin & Byrne, P.C., 381 Park Avenue
South, Suite 1601, New York, New York 10016.

                                     Experts

      The consolidated financial statements of ATEC Group, Inc. appearing in
ATEC Group, Inc.'s Annual Report (Form 10-K) at December 31, 2000 and for the
year then ended, incorporated by reference in this Prospectus and Registration
Statement have been audited by Weinick Sanders Leventhal & Co., LLP, independent
auditors, as set forth in its report incorporated by reference. Such financial
statements are incorporated herein by reference in reliance upon such reports
given on the authority of such firms as experts in accounting and auditing.

                       Documents Incorporated by Reference

      The Commission allows us to incorporate by reference the information we
file with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information that we file
with the Commission will automatically update and supercede this information. We
incorporate by reference the documents listed below and any future filings made
with the Commission under Sections 13(a), 14, or 15(d) of the Securities
Exchange Act of 1934, until the selling stockholders, sell all of their shares
included in this prospectus.


                                       17
<PAGE>

1.    The description of our common stock included in our registration statement
      on Form S-1, filed with the SEC on June 28, 1996, and all amendments or
      reports filed for the purpose of updating such description (File No.
      333-2070);


                                       18
<PAGE>

2.    our annual report on Form 10-KSB, filed with the SEC on September 28,
      2000, for the fiscal year ended June 30, 2000;

3.    our quarterly report on Form 10-QSB filed with the SEC on November 16,
      2000, for the fiscal quarter ended September 30, 2000;

4.    our quarterly report on Form 10-QSB filed with the SEC on February 14,
      2001, for the fiscal quarter ended December 31, 2000;

5.    our quarterly report on Form 10-QSB filed with the SEC on May 21, 2001,
      for the fiscal quarter ended March 31, 2001;

6.    our report on Form 8-K filed with the SEC on March 8, 2001, for the event
      of March 7, 2001;

7.    our report on Form 8-K filed with the SEC on November 29, 2000, for the
      event of November 14, 2000;

8.    our proxy and information statement, as amended, filed with the SEC on
      December 5, 2000; and

9.    all other reports filed by us with the Commission since June 30, 2000,
      pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934.

      All documents filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934 after the date of this registration
statement and prior to the filing of a post-effective amendment to this
registration statement, which indicates that all securities offered hereunder
have been sold, or which deregisters all securities then remaining unsold under
this registration statement, shall be deemed to be incorporated by reference in
this registration statement and to be a part hereof from the date of filing of
such documents.

      Any statement contained in a document or incorporated or deemed to be
incorporated by reference shall be deemed to be modified or superseded for
purposes of this registration statement to the extent that a statement contained
herein or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement. All
information in this registration statement is qualified in its entirety by the
information and financial statements (including the preferred stock thereto)
appearing in the documents incorporated herein by reference, except to the
extent set forth in the immediately preceding statement.


                                       19
<PAGE>

              Disclosure of Commission Position on Indemnification
                         for Securities Act Liabilities

      Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers, and controlling persons, we
have been advised that in the opinion of the Commission this indemnification is
against public policy as expressed in the Securities Act and is, therefore
unenforceable. In the event that a claim for indemnification against these
liabilities, other than our payment of expense incurred or paid by one of our
directors, officers, or controlling persons in the successful defense of any
action, suit or proceeding, is asserted by that director, officer or controlling
person in connection with the securities being registered, we will, unless in
the opinion of our counsel the matter has been settled by a controlling
precedent, submit to a court of appropriate jurisdiction the question whether
this indemnification by us is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of these issues.


                                       20
<PAGE>

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

No dealer, salesman or any other person is authorized to give any information or
to represent anything not contained in this prospectus. You must not rely on any
unauthorized information or representations. This prospectus is an offer to sell
these securities and it is not a solicitation of an offer to buy these
securities in any state where the offer or sale is not permitted. The
information contained in this prospectus is current only as of this date

                                TABLE OF CONTENTS

Page

Where you can find more
information about ATEC ....................................................
Summary ...................................................................
Risk Factors ..............................................................
Selling Stockholders ......................................................
Description of Securities .................................................
Plan of Distribution ......................................................
Transfer Agent ............................................................
Legal Matters .............................................................
Experts ...................................................................
Disclosure of Commission Position .........................................

                               105,000 SHARES OF
                               COMMON STOCK

                                ATEC GROUP, INC.

                                   ----------

                                   PROSPECTUS

                                   ----------

                              _________, ___, 2001


                                       21
<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

      SEC Registration Fee                                      $  20.00
      Printing                                                  $  3,000*
      Legal Fees and Expenses                                   $ 15,000*
      Accounting Fees and Expenses                              $  1,000*
      Miscellaneous Expenses (including travel
       and promotional expenses)                                $    500*
               TOTAL                                            $19,5202*

      *Estimated

      The Selling Stockholders will not pay any portion of the foregoing
expenses of issuance and distribution.

Item 15. Indemnification of Directors and Officers.

      Our certificate of incorporation, as amended, and bylaws, as amended,
limit the liability of directors and officers to the maximum extent permitted by
Delaware law. We will indemnify any person who was or is a party, or is
threatened to be made a party to, an action, suit or proceeding, whether civil,
criminal, administrative or investigative, if that person is or was a director,
officer, employee or agent of us or serves or served any other enterprise at our
request.

      In addition, our certificate of incorporation provides that a director
shall not be personally liable to us or our stockholders for monetary damages
for breach of the director's fiduciary duty. The certificate does not eliminate
or limit the liability of a director for any of the following reasons:


<PAGE>

o     breach of the directors' duty of loyalty to us or our stockholders;

o     acts or omissions not in good faith or which involve intentional
      misconduct or a knowing violation of the law;

o     the unlawful payment of a dividend or unlawful stock purchase or
      redemption; and

o     any transaction from which the director derives an improper personal
      benefit.

      We have purchased directors' and officers' insurance in the amount of
$5,000,000. This insurance insures directors against any liability arising out
of the director's status as our director, regardless of whether we have the
power to indemnify the director against the liability under applicable law.

      We have been advised that it is the position of the Commission that
insofar as the indemnification provisions referenced above may be invoked to
disclaim liability for damages arising under the Securities Act, these
provisions are against public policy as expressed in the Securities Act and are,
therefore, unenforceable.

      There is no litigation pending, and neither the registrant nor any of its
directors know of any threatened litigation, which might result in a claim for
indemnification by any director or officer.

Item 16. Exhibits and Financial Statement Schedule

      (a) The following exhibits are filed herewith:

Exhibit
Number                      Description
-------                     -----------

 3.1  Certificate of Designations, Preferences and Rights of Series J
      Convertible Preferred Stock, as filed with the Delaware Secretary of
      State, dated May 4, 2001.

 4.1  Specimen certificate representing registrant's common stock (incorporated
      by reference to our registration statement on Form S-1 (Registration No.
      333-2070).

 4.2  Settlement Agreement, dated May 4. 2001 by and among Steinbock-Braff,
      Inc., Corey Steinbock, G-Mat Dist. Inc., Leonard Wald and ATEC Group, Inc.

 5.1  Opinion and consent of Silverman, Chernis, Shin & Byrne, P.C.

23.1  Consent of Weinick, Sanders, Leventhal & Co.

24.1  Power of Attorney, see signature page.


                                      II-2
<PAGE>

      Exhibit No.       Description
      -----------       -----------

      b. Financial Statement Schedules.

      All schedules are omitted from this registration statement because they
are not required or the required information is included in the consolidated
financial statement or the notes thereto.

Item 17. Undertakings.

      (a) Rule 415 Offerings.

      The undersigned issuer hereby undertakes that it will:

            (1) File, during any period in which it offers or sells securities,
a post-effective amendment to this Registration Statement to:

                  (i) Include any prospectus required by Section 10(a)(3) of the
                  Securities Act;

                  (ii) Reflect in the prospectus any facts or events which,
                  individually or together, represent a fundamental change in
                  the information in the Registration Statement; and

                  (iii) Includes any additional or changed material information
                  on the plan of distribution.

provided, however, the paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
in a post-effective amendment by those paragraphs is contained in periodic
reports filed 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) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.

            (3) File a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.

      (b) Request for acceleration of effective date.

            (1) Insofar as indemnification for liabilities arising under the
Securities Act, may be permitted to directors, officers and controlling persons
of the small business issuer pursuant to the foregoing provisions, or otherwise,
the issuer has been


                                      II-3
<PAGE>

advised 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. In the event that a claim for indemnification
against such liabilities (other than the payment by the issuer of expenses
incurred or paid by a director, officer or controlling person of the issuer in
the successful defense of any action, suit or proceedings) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the issuer 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 Securities Act and will be governed by the final
adjudication of such court.

            (2) For determining any liability under the Securities Act, treat
each post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration statement,
and that offering of the securities at that time as the initial bona fide
offering of those securities.


                                      II-4
<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 of filing this Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Commack, New York on June 29, 2001.

                                                  ATEC GROUP, INC.

                                                  By: /s/ James Charles
                                                      ----------------------
                                                          James Charles, CFO

      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.

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James Charles his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments (including post-effective amendments) to the registration
statement on Form S-3, and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

SIGNATURES                          TITLES                       DATE
----------                          ------                       ----

/s/ Surinder Rametra          CEO, and Chairman              June 29, 2001
--------------------            Of the Board
Surinder Rametra

/s/ Ashok Rametra             President, Director            June 29, 2001
--------------------
Ashok Rametra

/s/ James Charles             Chief Financial Officer,       June 29, 2001
--------------------            Director
James Charles


<PAGE>

/s/ Stewart Benjamin          Director                       June 29, 2001
--------------------
Stewart Benjamin

/s/ David Reeback             Director                       June 29, 2001
--------------------
David Reeback,

/s/ Praveen Bhutani           Director                       June 29, 2001
--------------------
Praveen Bhutani