SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

Mark One

|X|   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2002

                                       OR

|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number 0-26284

                            MILESTONE SCIENTIFIC INC.
             (Exact name of Registrant as specified in its charter)

           Delaware                                         13-3545623
  State or other jurisdiction                            (I.R.S. Employer
         or organization)                               Identification No.)

              220 South Orange Avenue, Livingston, New Jersey 07039
               (Address of principal executive office) (Zip Code)

                                 (973) 535-2717
              (Registrant's telephone number, including area code)

      Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) or the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes |X| No |_|

As of November 15, 2002, the Registrant had a total of 12,633,370 shares of
Common Stock, $.001 par value, outstanding.


                                       1
<PAGE>

                           FORWARD LOOKING STATEMENTS

When used in this Quarterly Report on Form 10-QSB, the words "may", "will",
"should", "expect", "believe", "anticipate", "continue", "estimate", "project",
"intend" and similar expressions are intended to identify forward-looking
statements within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act regarding events, conditions and financial trends that
may affect the Company's future plans of operations, business strategy, results
of operations and financial condition. The Company wishes to ensure that such
statements are accompanied by meaningful cautionary statements pursuant to the
safe harbor established in the Private Securities Litigation Reform Act of 1995.
Prospective investors are cautioned that any forward-looking statements are not
guarantees of future performance and are subject to risks and uncertainties and
that actual results may differ materially from those included within the
forward-looking statements as a result of various factors. Such forward-looking
statements should, therefore, be considered in light of various important
factors, including those set forth herein and others set forth from time to time
in the Company's reports and registration statements files with the Securities
and Exchange Commission (the "Commission"). The Company disclaims any intent or
obligation to update such forward-looking statements.


                                       2
<PAGE>

                   MILESTONE SCIENTIFIC INC. AND SUBSIDIARIES

                                    I N D E X

<TABLE>
<CAPTION>
                                                                                             PAGE
                                                                                             ----
<S>                                                                                         <C>
PART I.   FINANCIAL INFORMATION

          ITEM 1. Condensed Consolidated Financial Statements

                  Condensed Consolidated Balance Sheets
                       September 30, 2002 (Unaudited) and December 31, 2001                     4

                  Condensed Consolidated Statements of Operations
                       Three and Nine Months Ended September 30, 2002 and 2001 (Unaudited)      5

                  Condensed Consolidated Statements of Cash Flows
                       Nine Months Ended September 30, 2002 and 2001 (Unaudited)              6-7

                  Notes to Condensed Consolidated Financial Statements                       8-14

          ITEM 2. Management's Discussion and Analysis or Plan of Operations                15-20

          ITEM 3  Controls and Procedures                                                      21

PART II.  OTHER INFORMATION

          ITEM 6. Exhibits and Reports on Form 8-K                                             22

SIGNATURES                                                                                     23

CERTIFICATIONS                                                                              24-25

EXHIBITS                                                                                    26-27
</TABLE>


                                       3
<PAGE>

                   MILESTONE SCIENTIFIC INC. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                         September 30,     December 31,
                                    ASSETS                                   2002              2001
                                                                             ----              ----
                                                                          (Unaudited)       (Audited)
<S>                                                                      <C>               <C>
Current assets:
     Cash                                                                $     12,748      $     15,742
     Accounts receivable, net of allowance for doubtful accounts
         of $55,150 and $54,865 in 2002 and 2001, respectively                516,758           363,743
     Inventories                                                               82,026           162,640
     Advances to contract manufacturer                                        251,498           315,000
     Prepaid expenses                                                          41,363            30,985
                                                                         ------------      ------------
              Total current assets                                            904,393           888,110

Property and equipment, net                                                   235,852           207,823
Advances to contract manufacturer - long-term                                 263,582           374,529
Deferred debt financing costs - long term                                     239,227            32,915
Other assets                                                                   32,333            12,362
                                                                         ------------      ------------

              Totals                                                     $  1,675,387      $  1,515,739
                                                                         ============      ============

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
     Accounts payable, including $327,764 and $43,000
        to a related party in 2002 and 2001, respectively                $  1,342,041      $  1,063,363
     Accrued expenses                                                         125,249           105,410
     Accrued interest - short term                                            372,012                --
     Notes payable                                                          3,560,328                --
     Note payable-officer/stockholder                                          40,000                --
                                                                         ------------      ------------

              Total current liabilities                                     5,439,630         1,168,773

Accrued interest - long term                                                  118,450           221,982
Accounts payable, including $272,866 to
   a related party                                                                 --           338,940
Deferred compensation payable to officer/stockholder                          240,000           491,346
Notes payable-long term                                                       965,078         3,553,665
Note payable-officer/stockholder                                              200,000           200,000
                                                                         ------------      ------------
              Total liabilities                                             6,963,158         5,974,706
                                                                         ------------      ------------

Commitments and contingencies

Stockholders' deficiency:
     Common stock, par value $.001; authorized, 25,000,000
        shares; 12,733,370 issued as of September 30, 2002 and
        11,372,847 as of December 31, 2001                                     12,733            11,373
     Additional paid-in capital                                            36,877,623        36,090,566
     Accumulated deficit                                                  (40,950,822)      (39,346,570)
     Unearned advertising                                                    (278,017)         (302,820)
     Unearned compensation and services                                       (37,772)               --
     Treasury stock, at cost, 100,000 shares                                 (911,516)         (911,516)
                                                                         ------------      ------------
              Total stockholders' deficiency                               (5,287,771)       (4,458,967)
                                                                         ------------      ------------

              Totals                                                     $  1,675,387      $  1,515,739
                                                                         ============      ============
</TABLE>

See Notes to Condensed Consolidated Financial Statements.


                                       4
<PAGE>

                   MILESTONE SCIENTIFIC INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
             THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                       Three Months Ended                  Nine Months Ended
                                                 September 30,     September 30,     September 30,     September 30,
                                                      2002             2001              2002              2001
                                                      ----             ----              ----              ----
<S>                                              <C>               <C>               <C>               <C>
Net sales                                        $  1,034,190      $    798,776      $  3,215,907      $  2,979,588
Cost of sales                                         517,292           377,250         1,499,063         1,433,807
                                                 ------------      ------------      ------------      ------------

Gross profit                                          516,898           421,526         1,716,844         1,545,781
                                                 ------------      ------------      ------------      ------------

Selling, general and administrative expenses          877,441         1,042,414         2,712,649         4,214,539
Research and development expenses                      18,549             3,675            63,928            31,756
                                                 ------------      ------------      ------------      ------------

            Totals                                    895,990         1,046,089         2,776,577         4,246,295
                                                 ------------      ------------      ------------      ------------

Loss from operations                                 (379,092)         (624,563)       (1,059,733)       (2,700,514)

Other income                                           24,000                --            72,000                --
Interest, net                                        (226,739)         (185,754)         (616,519)         (554,326)
                                                 ------------      ------------      ------------      ------------

Net loss                                         $   (581,831)     $   (810,317)     $ (1,604,252)     $ (3,254,840)
                                                 ============      ============      ============      ============

Loss per share - basic                           $       (.05)     $       (.07)     $       (.13)     $       (.29)
                                                 ============      ============      ============      ============

Weighted average shares outstanding                12,412,618        11,272,847        12,253,022        11,101,738
                                                 ============      ============      ============      ============
</TABLE>

See Notes to Condensed Consolidated Financial Statements.


                                       5
<PAGE>

                   MILESTONE SCIENTIFIC INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                  NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                         2002             2001
                                                                                     -----------      -----------
<S>                                                                                  <C>              <C>
Operating activities:
     Net loss                                                                        $(1,604,252)     $(3,254,840)
     Adjustments to reconcile net loss to net cash used in operating activities:
         Amortization of advertising costs                                                24,803           21,398
         Amortization of debt discount and deferred financing costs                      234,837          196,312
         Depreciation                                                                     41,672           58,486
         Amortization of unearned compensation                                                --           15,528
         Stock options issued for services                                                 2,500           97,649
         Common stock issued for services                                                     --          150,000
         Changes in operating assets and liabilities:
              (Increase) decrease in accounts receivable                                (153,015)         342,940
              (Increase) decrease in inventories                                          80,614         (136,130)
              Decrease in advances to contract manufacturer                              174,449          304,530
              (Increase) decrease in prepaid expenses                                    (10,378)          88,748
              Increase in other assets                                                   (19,971)          (2,044)
              Increase in accounts payable                                               169,465          305,114
              Increase in accrued interest                                               381,682          360,901
              Increase (decrease) in accrued expenses                                     19,829          (17,629)
              Increase in deferred compensation                                          240,000          262,500
                                                                                     -----------      -----------
                  Net cash used in operating activities                                 (417,765)      (1,206,537)
                                                                                     -----------      -----------

Investing activities - capital expenditures                                              (69,691)          (9,013)
                                                                                     -----------      -----------

Financing activities:
     Proceeds from sale of common stock                                                       --          500,000
     Proceeds from issuance of notes and lines of credit, net                            525,000          565,373
     Payments for deferred financing costs                                               (40,538)              --
                                                                                     -----------      -----------

Net cash provided by financing activities                                                484,462        1,065,373
                                                                                     -----------      -----------

Net decrease in cash                                                                      (2,994)        (150,177)

Cash, beginning of period                                                                 15,742          172,867
                                                                                     -----------      -----------

Cash, end of period                                                                  $    12,748      $    22,690
                                                                                     ===========      ===========
</TABLE>

See Notes to Condensed Consolidated Financial Statements.


                                       6
<PAGE>

                   MILESTONE SCIENTIFIC INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                  NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                   (Unaudited)

Supplemental schedule of noncash financing activities:

      In January 2002, the Company issued 33,840 units consisting of one share
      of common stock and one warrant to purchase an additional share of common
      stock in exchange for payment of accrued interest totaling $27,072.

      In January 2002, in consideration for payment of $491,346 in deferred
      compensation, the Company issued 614,183 units (consisting of one share of
      common stock and one warrant to purchase an additional share of common
      stock).The warrants are exercisable at $.80 per share through January 31,
      2003; at $1.00 per share through January 31, 2004 and thereafter at $2.00
      per share through January 31, 2007.

      In January 2002, pursuant to the 20% promissory note agreements, the
      Company converted $63,377 of accrued interest into additional principal.

      In April 2002, pursuant to the 6%/12% promissory note agreements, the
      Company converted $65,168 of accrued interest into additional principal.

      In April 2002, pursuant to the debt restructuring, the Company recorded a
      deferred financing charge of $329,572. This resulted in an increase to
      notes payable of $140,203 and accrued interest of $189,369.

      In July 2002, the Company issued 187,500 units consisting of one share of
      common stock and one warrant to purchase an additional share of common
      stock to a vendor in accordance with the agreement valued at $150,000 (See
      Note 2).

      In August 2002, the Company issued 200,000 shares of common stock in
      exchange for payment of $90,000 of outstanding legal fees.

      In September 2002, pursuant to the 6% / 12% promissory note agreements,
      the Company converted $41,512 of accrued interest into additional
      principal.

      In January 2001, pursuant to the 20% promissory note agreements, the
      Company converted $51,111 of accrued interest into additional principal.

      In January 2001, the Company granted warrants to purchase 20,000 shares of
      common stock (with an estimated fair value of $23,400) in connection with
      $100,000 drawn from a $1,000,000 credit facility provided by a major
      existing investor. This resulted in an initial increase to debt discount
      and to additional paid-in capital.

      In February 2001, the Company issued 27,641 shares of common stock in
      exchange for payment of accrued interest totaling $36,279.

      In February 2001, the Company issued 92,308 shares of common stock with a
      value of $150,000 for services rendered.

      In March 2001, pursuant to a $500,000 line of credit agreement, the
      Company granted warrants to purchase 100,000 shares of common stock (with
      an estimated fair value of $80,000). This resulted in an initial increase
      to debt discount and in additional paid-in capital.

      In March 2001, the Company granted warrants to purchase 390,625 shares of
      common stock with an estimated fair value of $324,418 for advertising
      services. This amount was recorded in stockholders' deficiency as an
      increase to unearned advertising and to additional paid-in capital.

      In April 2001, pursuant to the 20% promissory note agreements, the Company
      converted $53,472 of accrued interest into additional principal.


                                       7
<PAGE>

                   MILESTONE SCIENTIFIC INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note 1 - Summary of accounting policies:

            The unaudited condensed consolidated financial statements of
            Milestone Scientific Inc. and Subsidiaries (the "Company") have been
            prepared in accordance with accounting principles generally accepted
            in the United States of America for interim financial information.
            Accordingly, they do not include all of the information and
            footnotes required by accounting principles generally accepted in
            the United States of America for complete financial statements.

            These financial statements should be read in conjunction with the
            financial statements and notes thereto for the year ended December
            31, 2001 included in the Company's Annual Report on Form 10-KSB. The
            accounting policies used in preparing these financial statements are
            the same as those described in the December 31, 2001 financial
            statements.

            In the opinion of the Company, the accompanying unaudited condensed
            consolidated financial statements contain all adjustments
            (consisting of normal recurring entries) necessary to present fairly
            the financial position as of September 30, 2002 and the results of
            operations for the three and nine months ended September 30, 2002
            and 2001 and cash flows for the nine months ended September 30, 2002
            and 2001.

            The results reported for the three and nine months ended September
            30, 2002 are not necessarily indicative of the results of
            operations, which may be expected for a full year.

Note 2 - Basis of presentation:

            As of September 30, 2002, Milestone had $12,748 in cash and a
            working capital deficiency of $4,535,237. As listed below and
            further described in Note 4, to date, several steps have been taken
            to meet Milestone's working capital needs until it is able to
            further reduce its costs, obtain higher levels of sales, as well as
            achieve and sustain profitability. These steps must be continued in
            order for the Company to sustain its operation in its present state
            through October 1, 2003. The Company is currently dependent on (i)
            the equity line (See Note 5), (ii) the willingness of certain
            stockholders to continue to defer and/or receive stock in lieu of
            their compensation and (iii) continued ability to convert debt into
            equity. Further, any amounts available under the equity line are
            dependent on the Company's stock price and the trading volume. If
            the Company is unable to obtain the required funding under the
            equity line, management will have to obtain such financing from
            alternative sources. However, management cannot assure that the
            Company will be able to obtain any alternative funding.

            During the nine months ended September 30, 2002, the Company has
            taken the following steps, among others, to meet its working capital
            needs.


                                       8
<PAGE>

                   MILESTONE SCIENTIFIC INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 2 - Basis of presentation (continued):

      On March 28, 2002, the Company entered into an agreement with a vendor to
      issue a total of 187,500 units having an aggregate fair value of $150,000
      in satisfaction of its current obligation of $93,924 and for future
      services of $56,076. Each unit consisted of one share of common stock and
      one warrant to purchase an additional share of common stock at an exercise
      price of $.80 per share through January 31, 2003, at $1.00 per share
      through January 31, 2004 and thereafter at $2.00 per share through January
      31, 2007. The Company issued the common stock in July 2002. At September
      30, 2002, a balance of $10,272 remained for future services. The company
      recorded the future services as unearned compensation/services in its
      stockholders' deficiency.

      On March 29, 2002, the Company entered into the following agreements for:

            o     Deferring payment on accounts payable to a related party
                  totaling $272,866 at December 31, 2001 until January 2, 2003.

            o     Extending the maturing date of its $200,000 obligation and
                  accrued interest of $26,600 as of December 31, 2001, to its
                  Chief Executive Officer ("CEO") until January 2, 2003.

            o     Deferring payment on $320,000 of the CEO's $350,000 salary
                  until January 2, 2003.

            o     Establishing a 6% $100,000 line of credit with its CEO through
                  January 2, 2003, payable on April 2, 2003.

      All of the agreements with the exception of the line of credit were
      further amended on August 13, 2002 and again on November 12, 2002 to
      provide the following:

            o     Extending the maturity date of its 9% $200,000 obligation and
                  accrued interest of $40,250 until October 1, 2003.

            o     At the option of the Company's Board of Directors, $250,000 of
                  the accounts payable to the related party can be paid through
                  the issuance of the Company's common stock.

            o     Deferring payment on $480,000 of the CEO salary until October
                  1, 2003.

Note 3 - Loss per share:

      Basic loss per common share is computed using the weighted average number
      of common shares outstanding.

      Options and warrants to purchase 4,753,355 and 805,625 shares of common
      stock were outstanding as of September 30, 2002 and 2001, respectively,
      but were not included in the computation of diluted loss per share because
      the effect would have been anti-dilutive.

Note 4 - Notes payable:

      6% / 12% senior secured promissory notes:

      On March 16, 2001, the Company restructured its obligations to the holders
      of its 10% Senior Secured Promissory Notes. Under the terms of the
      agreement, each of the noteholders agreed to exchange their 10% Notes for
      a new, zero coupon note (the "Zero Coupon Note")


                                       9
<PAGE>

                   MILESTONE SCIENTIFIC INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 4 - Notes payable (continued):

            (a) paying interest at 20% per annum until maturity on March 31,
            2002, (b) having a face amount equal to the outstanding principal
            owed to the noteholders plus accrued interest and interest payable
            until maturity, (c) giving the Company the option to pay the face
            value of the notes in cash or in shares of common stock, provided
            that the shares have been registered under the Securities Act of
            1933, and (d) paying each noteholder 108% of the face value of his
            Zero Coupon Note, including unearned interest to maturity, if there
            is a change of control of Milestone. Moreover, the warrants
            previously issued to the noteholders were repriced back to the
            initial exercise price of $1.75 per share at the date of grant.

            As a result of the Company restructuring its obligations, the
            unamortized portion of the debt discount and deferred financing
            costs were amortized through March 31, 2002.

            On March 31, 2002, the holders agreed to extend the maturity date up
            to 30 days. Subsequently on April 15, 2002, the holders additionally
            agreed to extend the promissory notes to July 1, 2003 and to lower
            the interest rate to 6% if paid in cash or to 12% if paid in common
            stock. In connection with the extension, the Company recorded
            $16,215 in deferred financing charges relating to professional fees
            and $140,203 of deferred financing costs relating to consideration
            to the note holders valued at $120 per share of the Company's common
            stock for each $1,000 face amount outstanding at maturity which
            increased the aggregate carry value of the notes by $140,203. The
            Company is accruing interest expense at 12%. These deferred
            financing costs are being amortized through July 1, 2003.

            $500,000 line of credit:

            On March 9, 2001, the Company obtained from a major existing
            investor, a 10%, $500,000 line of credit maturing on August 31,
            2002. Additionally, the Company pays a 2% facility fee on the line.
            At the option of the Company, interest and the facility fee would
            have been payable either on (i) August 31, 2002 in cash, or (ii)
            quarterly in shares of the Company's common stock. In connection
            with obtaining the line of credit, the lender received warrants to
            purchase 100,000 shares of common stock at an exercise price of
            $1.10. The estimated fair value of the warrants approximated $40,000
            which was recorded as a debt discount and was being amortized
            through August 31, 2002. In addition, the Company incurred financing
            fees of $28,384 associated with obtaining the loan which were
            deferred and amortized to August 31, 2002. On April 12, 2002, the
            investor agreed to extend the line of credit and payment for
            interest to August 1, 2003. In connection with the extension until
            August 1, 2003, the Company incurred $4,054 of deferred financing
            charges. Accordingly, the deferred financing charges and the
            unamortized debt discount were being amortized through August 1,
            2003. On November 12, 2002, the investor agreed to extend the line
            of credit and payment for interest to November 19, 2003.
            Accordingly, the line of credit including accrued interest has been
            recorded as long-term in the consolidated financial statements. As
            of September 30, 2002, the Company has drawn down the $500,000 from
            the line of credit.


                                       10
<PAGE>

                   MILESTONE SCIENTIFIC INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 4 - Notes payable (concluded):

      6% / 12% promissory notes:

            In August 2000, the Company borrowed $1,000,000 which consists of
            two loans from two funds managed by Cumberland Associates LLC, and
            bear interest at 20% per year and payable in cash or through the
            issuance of additional 20% notes on which both interest and
            principal are payable. The loans are secured by substantially all
            assets of the Company and are subordinated to the 6% / 12% senior
            secured promissory notes that were amended April 15, 2002. The
            Company can prepay the loans in cash at any time. The Company can
            prepay the notes and accrued interest with common stock at its
            option after March 31, 2001. Stock issued in lieu of payment of this
            debt will be valued at 85% of the then market price. For the nine
            months ended September 30, 2002, the Company converted $171,785 of
            accrued interest into principal. During 2001, the Company had
            previously converted $222,417 of accrued interest into principal. On
            April 12, 2002, Cumberland Associates LLC agreed to extend the
            maturity date of these loans through July 1, 2003 and to lower the
            interest rate from 20% to 6%, if paid in cash, or to 12%, if paid in
            common stock. In connection with the extension, the Company recorded
            $16,215 of deferred financing charges relating to professional fees
            and $189,369 relating to consideration issued to the note holders
            valued at $120 per share of the Company's common stock for each
            $1,000 face amount outstanding at maturity. The Company is currently
            accruing interest expense at 12%. Accordingly, the deferred
            financing costs and the unamortized financing charges are being
            amortized through July 1, 2003.

      8% promissory notes:

            On July 31, 2000, the Company established a $1,000,000 credit
            facility with an existing investor. Initially, $500,000 was borrowed
            under the line, which was originally due on June 30, 2003. On April
            15, 2002, the investor agreed to extend the maturity date of the
            $500,000 to August 1, 2003. Accordingly, in connection with the
            extension, the Company incurred $4,054 of deferred financing charges
            relating to professional fees. Accordingly, the deferred financing
            costs and the unamortized debt discount are being amortized through
            August 1,2003. In connection with the initial $500,000, the investor
            received five-year warrants to purchase 70,000 shares of the
            Company's common stock, exercisable at $3.00 per share.

            In December 2000 and January 2001, the Company borrowed an
            additional $400,000 and $100,000, respectively, under the line which
            is due on December 31, 2003.

            In connection with the $400,000, the investor received five-year
            warrants to purchase 80,000 shares of the Company's common stock
            exercisable at $1.25 per share. In connection with the $100,000, the
            investor received five-year warrants to purchase 20,000 shares of
            the Company's common stock at $1.25 per share.


                                       11
<PAGE>

                   MILESTONE SCIENTIFIC INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

Note 4 - Notes payable (continued):

      $250,000 promissory note:

            On May 28, 2002, the Company received $250,000 from an existing
            investor which provides for interest at 8% if paid in cash and 10%
            if paid in stock. The note will convert into the Company's common
            stock if the Company issues 1,000,000 shares or raises at least
            $1,000,000 from the sale of equities prior to August 1, 2003, at the
            market price in that transaction but not less than $.50 per common
            share, or more than $2.00 per share. The Company accrued interest at
            10%.

      $150,000 promissory note:

            On February 19, 2002, the Company issued a $150,000 promissory note
            to an existing investor. The note bears interest at 8% if paid in
            cash and 10% if paid in stock and matures on August 1, 2003. For the
            nine months ended September 30, 2002, interest was accrued at 10%.

      $85,000 promissory note:

            The Company received $85,000 during the third quarter of 2002 in
            exchange for a promissory note from an existing investor. The note
            bears interest at 8% if paid in cash and 10% if paid in stock. The
            note will convert into the Company's common stock if the Company
            issues 1,000,000 shares or raises at least $1,000,000 from the sale
            of equities prior to August 1, 2003, at the price in that
            transaction but not less than $.50 per common share and not more
            than $2.00 per share. The Company accrued interest at 10%.

      $100,000 line of credit:

            On March 29, 2002, the Company entered into an agreement with its
            CEO establishing a 6% $100,000 line of credit. On September 20,
            2002, the Company borrowed $40,000 from the line. As of November 11,
            2002, the Company had borrowed the entire line. Outstanding
            borrowings are due and payable on April 2, 2003.

            It is the Company's current intention to satisfy the majority of its
            debt and accrued interest upon their maturity with the issuance of
            common stock. The agreements allow the Company to convert these
            obligations into common stock upon maturity without any further
            approval from the debt holders.

            At September 30, 2002, the Company has the ability to convert
            $3,950,400 and $413,553 of debt and accrued interest, respectively,
            into approximately 16,414,000 shares of its common stock.


                                       12
<PAGE>

                   MILESTONE SCIENTIFIC INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 5 - Equity line commitment:

      In January 2001, Milestone entered into a three-year private equity line
      agreement with Hillgreen Investments Limited ("Hillgreen"), a British
      Virgin Islands corporation, pursuant to which Hillgreen is obligated to
      purchase, subject to the fulfillment of specified conditions, up to
      2,100,000 shares of Milestone common stock over the next 36 months.
      Hillgreen has allocated $20,000,000 to fund its purchase obligations. The
      transaction was arranged by Jesup & Lamont Securities Corporation, a New
      York based investment banking firm. Milestone's right to draw upon this
      facility is subject to a number of limitations and conditions, including a
      limitation on the amounts sold to Hillgreen within specified periods.
      Subject to these and other conditions and limitations, Milestone will have
      full control over the timing of any financing under the equity line and is
      under no obligation to sell any shares to Hillgreen. Any shares that are
      sold will be priced at 87.5% of the volume weighted average market price
      of Milestone common stock during a fixed period prior to the sale.
      Milestone has discretion to establish a floor price below which shares
      will not be sold by Milestone to Hillgreen. At November 15, 2002, without
      any restrictions and based on the closing stock price, the maximum
      proceeds that the Company could receive would be approximately $643,000.

Note 6 - Legal proceedings

      On June 10, 2002, a former distributor, Henry Schein, Inc., sued Milestone
      in the Supreme Court of the State of New York for $110,851 claimed to be
      due them for returned merchandise. Milestone denies any liability. The
      parties are currently engaged in discovery. Milestone believes it has
      meritorious defense to this complaint based, in part, on its position that
      the plaintiff had no right to return the goods.

Note 7 - Contingencies

      In March 2001, the Company entered into an advertising agreement with News
      USA, Inc. and Vested Media Partners, Inc. (the "Agreement") to increase
      the awareness of healthcare professionals and the public to the benefits
      of The Wand(R) and the CompuFlo(TM) technologies. Under the Agreement,
      News USA is required to prepare articles and advertisements for the
      Company's products and technologies and place them in newspapers and on
      radio stations. News USA has guaranteed 72,000 media placements during the
      18-month initial term of the Agreement. In exchange for these services the
      Company granted warrants to purchase 1,171,875 shares of common stock
      exercisable on the following dates and prices over the life of the
      Agreement; (1) $1.28 during the first 18 months, (2) $2.25 during the next
      nine months and (3) $3.00 during the next nine months.


                                       13
<PAGE>

                   MILESTONE SCIENTIFIC INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 7 - Contingencies (continued):

      In March 2001, the Company initially recorded unearned advertising cost of
      $324,218 which represents the estimated fair value of the 390,625 of the
      warrants for one-third of the total warrants granted based on the 24,000
      minimum placements. The unearned advertising costs are being amortized as
      publications are received by the Company over the minimum placements. As
      of September 30, 2002, unearned advertising costs was $278,017 and during
      the nine months ended September 30, 2002, the Company recorded $24,803 in
      advertising expenses relating to placements during the period. The
      estimated fair value of the remaining warrants to purchase 781,250 of the
      Company's common stock have not been recorded in the Company's
      consolidated financial statements due to the likelihood that the Agreement
      will not be fulfilled.

      As of September 30, 2002, the parties have suspended the agreement until a
      new agreement may be reached. Accordingly, the exercisability of the
      1,171,875 warrants and the corresponding exercise price are currently
      being negotiated.


                                       14
<PAGE>

ITEM 2. Management's Discussion and or Analysis Plan of Operations

Summary of Significant Accounting Policies

      Our discussion and analysis of our financial condition and results of
      operations are based upon our consolidated financial statements, which
      have been prepared in accordance with accounting principles generally
      accepted in the United States of America. The preparation of these
      consolidated financial statements requires us to make estimates and
      judgments that affect the reported amounts of assets, liabilities,
      revenues and expenses, and related disclosure of contingent assets and
      liabilities. On an on-going basis, we evaluate our estimates, including
      those related to accounts receivables, inventories, advances to our
      contract manufacturer, stock based compensation and contingencies. We base
      our estimates on historical experience and on various other assumptions
      that are believed to be reasonable under the circumstances, the results of
      which form the basis for making judgments about the carrying values of
      assets and liabilities that are not readily apparent from other sources.
      Actual results may differ from those estimates under different assumptions
      or conditions.

Overview

      The results from operations for the three and nine months ended September
      30, 2002, reflect Milestone's concentrated effort to drastically reduce
      its overhead while slowly growing its user base in the dental market and
      introducing the Wand(R) technology in a variety of medical disciplines.
      The year to date loss of approximately $1.6 million represents a 51%
      reduction from the same period in 2001.

      During the nine months ended September 30, 2002, Milestone reduced its
      average monthly cash used from operations to less than $50,000, completed
      a $4.1 million debt restructuring program, and obtained $585,000 in
      additional financing. The program included equity conversions; deferring
      payment on certain payables; restructuring its debt and outsourcing our
      sales force.

      Furthermore, Milestone signed an agreement for the distribution of
      CompuDent(TM) in the Eastern U.S., a national hair restoration provider
      agreed to equip its offices with the CompuMed(TM), and the U.S. Patent
      Office granted a Notice of Allowance for broad patent protection of a new
      safety engineered needle technology to be issued to the Company.

Statement of Operations

Three months ended September 30, 2002 compared to Three months ended September
30, 2001

      Net sales for the three months ended September 30, 2002 and 2001 were
      $1,034,190 and $798,776, respectively. The $235,414 or 29.5% increase is
      primarily related to an 8% or $35,000 increase in domestic sales of The
      Wand(R) handpiece, CompuMed(TM) sales of approximately $23,000 and a
      $83,000 increase in CompuDent(TM) revenue.

      Cost of sales for the three months ended September 30, 2002 and 2001 were
      $517,292 and $377,250, respectively. The $140,042 increase is attributable
      primarily to higher sales volume.

      For the three months ended September 30, 2002, the Company generated a
      gross profit of $516,898 or 50% as compared to a gross profit of $421,526
      or 53% for the three months ended September 30, 2001. The decrease in
      gross profit percentage is primarily attributable to increased sales to
      foreign distributors. Sales to foreign distributors are of higher volume
      but at a reduced margin.


                                       15
<PAGE>

      Selling, general and administrative expenses for the three months ended
      September 30, 2002 and 2001 were $877,441 and $1,042,414, respectively.
      The $164,973 decrease is attributable primarily to an approximate $144,000
      decrease in expenses associated with the sale and marketing of The Wand(R)
      technology due to the transitioning of its sales force to independent
      representatives. In addition, during the third quarter of 2001, the
      Company issued 150,000 shares for services rendered with a value of
      $97,649, a non-cash charge.

      Research and development expenses for the three months ended September 30,
      2002 and 2001 were $18,549 and $3,675, respectively. The $14,874 increase
      is the result of higher costs incurred during the third quarter of 2002,
      which were associated with the development of the Company's safety needle.

      The loss from operations for the three months ended September 30, 2002 and
      2001 were $379,092 and $624,563, respectively. The $245,471 decrease in
      loss from operations is explained above.

      The Company incurred interest expense of $226,739 for the three months
      ended September 30, 2002 as compared to $185,754 for the three months
      ended September 30, 2002. The increase is attributable to higher average
      borrowings in 2002.

      The net loss for the three months ended September 30, 2002 was $581,831 as
      compared to a net loss of $810,317 for the three months ended September
      30, 2001. The $228,486 decrease in net loss is attributable to lower
      selling, general and administrative expenses and a higher gross profit as
      a result of a higher level of sales as explained above.

Nine months ended September 30, 2002 compared to Nine months ended September 30,
2001

      Net sales for the nine months ended September 30, 2002 and 2001 were
      $3,215,907 and $2,979,588, respectively. The $236,319 increase is
      attributable primarily to 7% or $95,000 increase in domestic sales of The
      Wand(R) handpiece, a $260,000 increase in The Wand(R) handpiece sales to
      foreign distributors and the CompuMed(TM) sales of approximately $138,000
      The increase is partially offset by an approximately $192,000 decrease in
      sales of CompuDent(TM). Lower CompuDent(TM) sales in the U.S. are the
      direct result of the downsizing of the Company's sales and marketing
      effort, in that area.

      Cost of sales for the nine months ended September 30, 2002 and 2001 were
      $1,499,063 and $1,433,807 respectively. The $65,256 increase is
      attributable primarily to increase sales volume.

      For the nine months ended September 30, 2002, the Company generated a
      gross profit of $1,716,844 or 53% as compared to a gross profit of
      $1,545,781 or 52% for the nine months ended September 30, 2001. The
      increase in gross profit is mainly attributable to an increase in domestic
      sales of The Wand(R) handpiece and CompuMed(TM) sales, which yield higher
      margins.

      Selling, general and administrative expenses for the nine months ended
      September 30, 2002 and 2001 were $2,712,649 and $4,214,539 respectively.
      The $1,501,890 decrease is attributable primarily to an approximate
      $775,000 decrease in expenses associated with the sale and marketing of
      The Wand(R) technology due to the transitioning of its sales force to
      independent representatives and an approximate $272,000 decrease in legal
      fees. In addition, during the first nine months of 2001, the Company
      issued in aggregate, 242,308 shares for services rendered with a value of
      $247,649 in non-cash compensation or consulting services. The Company had
      incurred additional legal expenses in 2001 due to advertising agreements;
      medical patent registrations; and additional patents on The Wand(R) and
      CompuFlo(TM) technologies.


                                       16
<PAGE>

      Research and development expenses for the nine months ended September 30,
      2002 and 2001 were $63,928 and $31,756 respectively. The $32,172 increase
      is the result of higher costs incurred during 2002, which were associated
      with the development of the Company's safety needle.

      The loss from operations for the nine months ended September 30, 2002 and
      2001 were $1,059,733 and $2,700,514 respectively. The $1,640,781 decrease
      in loss from operations is explained above.

      The Company incurred interest expense of $616,519 for the nine months
      ended September 30, 2002 as compared to $554,326 for the nine months ended
      September 30, 2001. The increase of $62,193 is attributable to higher
      average borrowing in 2002.

      The net loss for the nine months ended September 30, 2002 was $1,604,252
      as compared to a net loss of $3,254,840 for the nine months ended
      September 30, 2001. The $1,650,588 decrease in net loss is primarily
      attributable to lower selling and administrative expenses.

Liquidity and Capital Resources

      At September 30, 2002, Milestone had $12,748 in cash and a working capital
      deficiency of $4,535,237. Included in the working capital deficiency is
      $330,803 of accrued interest and $3,560,328 in debt which the Company can
      convert at its option into common stock. For the nine months ended
      September 30, 2002, the Company's cash decreased by $2,994.

      For the nine months ended September 30, 2002, the Company's net cash used
      in operating activities was $417,765. This was attributable primarily to a
      net loss of $1,604,252 adjusted for noncash items of $303,812 (of which
      $234,837 was for amortization of debt discount and deferred financing
      costs); a $153,015 increase in accounts receivable; an $80,614 decrease in
      inventories; a $174,449 decrease in advances to contract manufacturer; a
      $10,378 increase in prepaid expenses; an increase in other assets of
      $19,971; an increase in accrued expenses of $19,829; a $381,682 increase
      in accrued interest; a $169,465 decrease in accounts payable; and an
      $240,000 increase in deferred compensation.

      For the nine months ended September 30, 2002, the Company used $69,691 in
      investing activities for capital expenditures.

      For the nine months ended September 30, 2002, the Company generated
      $484,462 from financing activities as it issued promissory notes to an
      existing investor totaling $485,000, borrowed $40,000 of its $100,000 line
      of credit with its Chief Executive Officer and paid $40,538 of financing
      costs relating to its debt restructuring .

      As of September 30, 2002, Milestone had $12,748 in cash and a working
      capital deficiency of $4,535,237. As listed below, to date, several steps
      have been taken to meet Milestone's working capital needs until it is able
      to further reduce its costs, obtain higher level of sales, as well as
      achieving and sustaining profitability. These steps must be continued in
      order for the Company to sustain its operation in its present state
      through October 1, 2003. The Company is currently dependent on (i) the
      equity line, (ii) the willingness of certain stockholders to continue to
      defer and/or receive stock in lieu of their compensation and (iii)
      continued ability to convert debt into equity. Further, any amounts
      available under the equity line are dependent on the Company's stock price
      and the trading volume. If the Company is unable to obtain the required
      funding under the equity line, management will have to obtain such
      financing from alternative sources. However, management cannot assure that
      the Company will be able to obtain any alternative funding.


                                       17
<PAGE>

      During the nine months ended September 30, 2002, the Company has taken the
      following steps, among others, to meet its working capital needs.

            On March 28, 2002, the Company entered into an agreement with a
            vendor to issue a total of 187,500 units having an aggregate fair
            value of $150,000 in satisfaction of its current obligation of owing
            $93,924 and for future services of $56,076. Each unit consisted of
            one share of common stock and one warrant to purchase an additional
            share of common stock at an exercise price of $.80 per share through
            January 31, 2003, at $1.00 per share through January 31, 2004 and
            thereafter at $2.00 per share through January 31, 2007. The Company
            issued common stock in July 2002. At September 30, 2002, a balance
            of $10,272 remained for future services. The Company recorded the
            future services as unearned compensation/services in its
            stockholders' deficiency.

            On March 29, 2002, the Company entered into the following agreements
            for:

                  o     Deferring payment on accounts payable to a related party
                        totaling $272,866 at December 31, 2001 until January 2,
                        2003.

                  o     Extending the maturing date of its $200,000 obligation
                        and accrued interest of $26,600 as of December 31, 2001,
                        to its Chief Executive Officer ("CEO") until January 2,
                        2003.

                  o     Deferring payment on $320,000 of the CEO's $350,000
                        salary until January 2, 2003.

                  o     Establishing a 6% $100,000 line of credit with its CEO
                        through January 2, 2003, payable on April 2, 2003.

            All of the agreements with the exception of the line of credit were
            further amended on August 13, 2002 and again on November 12, 2002 to
            provide the following:

                  o     Extending the maturity date of its 9% $200,000
                        obligation and accrued interest of $40,250 until October
                        1, 2003.

                  o     At the option of the Company's Board of Directors,
                        $250,000 of the accounts payable to the related party
                        can be paid through the issuance of the Company's common
                        stock.

                  o     Deferring payment on $480,000 of the CEO salary until
                        October 1, 2003.

      As of September 30, 2002, Milestone has an equity line commitment through
      January 1, 2004 to sell up to 2,100,000 shares of its common stock.
      Milestone's right to draw upon this facility and the amount of each draw
      is subjected to certain limitations. The most restrictive of which is the
      investor or any of its affiliates cannot directly own more than 9.9% of
      the Company's then outstanding number of shares of common stock unless the
      Company either issues (i) additional shares of common stock, (ii) converts
      any of its debt and or (iii) the investor is unable to sell to third
      parties any of the shares previously purchased, the Company only has the
      ability to sell approximately 1,261,000 shares from which it will derive
      proceeds of approximately $386,000. At November 15, 2002, without any
      restrictions and based on the closing stock price, the maximum proceeds
      that the Company could receive would be approximately $643,000.

      OPERATIONS

      The Company believes that CompuDent(TM), CompuMed(TM) and The Wand(R)
      technology represents a major advance in the delivery of local anesthesia
      and that the potential applications of this technology extends beyond
      dentistry. Based on scientific and anecdotal support, the Company contends
      that CompuMed(TM) could enhance the practices of the estimated 90,000 U.S.
      based physicians included in such non-dental disciplines as Podiatry, Hair
      Restoration Surgery, Plastic Surgery, Dermatology, colorectal surgery and
      procedures in Orthopedics, OB-GYN and Ophthalmology.

      Despite limited resources, the Company has continued its efforts to
      realize the market potential of The Wand(R) and become profitable. These
      steps include (i) relaunching of The Wand Plus(TM) drive unit


                                       18
<PAGE>

      domestically, under the name CompuDent(TM), (ii) distribution of
      CompuDent(TM) through a host of channels (i.e. independent sales
      representatives, an inside sales group and a major dental distributor),
      (iii) launching The Wand Plus(TM) drive unit for medical purposes and
      marketing it as CompuMed(TM), (iv) increasing presence at medical trade
      shows, (v) advertising to increase the awareness of the product, (vi)
      implementing cost reduction programs, and (vii) restructuring certain
      outstanding obligations. Management believes that these steps are critical
      to the realization of Milestone's long-term business strategy.

      In March 2002, Milestone announced an agreement whereby Medical Hair
      Restoration ("MHR") will equip each of its 21 Surgery centers in the U.S.
      with CompuMed(TM).

      In August 2002, the United States Patent Office issued a patent on
      Milestone's safety engineered needle technology to be issued to Milestone.
      When commercialized, this new technology will be used with a plethora of
      infusion devices, including the Company's CompuDent(TM) and CompuMed(TM)
      computer controlled local anesthetic delivery systems as well as the
      CompuFlo(TM), an enabling technology for computer controlled infusion,
      perfusion, suffusion and aspiration of fluids. It provides features
      previously unavailable to medical and dental practitioners; fully
      automated true single-handed activation with needle anti-deflection and
      force-reduction capability. In addition, practitioners can re-use this
      safety engineered device repeatedly during a single patient session making
      it highly functional in a wide variety of medical and dental applications.

      In April 2002, Milestone announced acceptance of an independent clinical
      study concluding that use of Milestone's computer controlled local
      anesthetic delivery technology in nasal and sinus surgery produced a
      "safe, acceptable, tolerable, and cost effective method of sedating
      patients creates a sense of security and adds to the ultimate satisfaction
      associated with nasal surgery." The study also concluded "Recovery room
      and expensive hospital costs are avoided, making nasal surgery more
      affordable and within reach of a greater range of potential nose surgery
      patients." One of the study's authors, Dr. Pieter Swanepoel, a
      world-renowned surgeon, presented his study at the 8th International
      Symposium of the Academy in New York City in May 2002. The new technique
      is an adaptation of similar regional nerve blocking techniques used by
      dental surgeons and replaces the need for costly and invasive general
      anesthesia. Dr. Swanepoel in conducting his research using pre-production
      prototypes of our CompuFlo(TM) system, since it allowed him to measure
      flow rate and tissue pressure and determine parameters for optimal
      results. The core technology embodied in the CompuMed(TM) unit may be used
      to deliver local anesthesia within the parameters ascertained by Dr.
      Swanepoel to produce optimal results and then achieve conscious sedation
      in nasal surgery.

      In May 2002, Milestone signed a dental distribution agreement with Benco
      Dental under which Benco Dental will distribute CompuDent(TM) through
      their direct sales organization. Benco has the right to become the
      exclusive dental distributor in selected states within the United States
      if it achieves certain sales objectives. Milestone is providing the
      initial sales and product training to the entire Benco sales organization
      through September 2002. Following these initial training sessions,
      Milestone will support this effort through "Dealer Managers and Technical
      Support Specialists."

      LEGAL PROCEEDINGS

      On June 10, 2002, Inc. a former distributor sued Milestone in the Supreme
      Court of the State of New York for $110,851 claimed to be due them for
      returned merchandise. Milestone denies any liability. The parties are
      currently engaged in discovery. Milestone believes it has meritorious
      defense to this complaint based, in part, on its position that the
      plaintiff had no right to return the goods.


                                       19
<PAGE>

OTHER MATTERS - AMERICAN STOCK EXCHANGE

On May 2, 2002, Milestone received a letter from the American Stock Exchange
advising that the Company have fallen below the stockholders' equity criterion
and requesting the submission of a recovery plan detailing any actions taken, or
planned to be taken within the next 18 months to bring the Company into
compliance. On June 10, 2002, the Company submitted a detailed recovery plan to
the American Stock Exchange showing how Milestone expects to achieve stockholder
equity of $4,000,000 by December 31, 2003. In response, the Company received
informal advice from the American Stock Exchange that in view of the expected
loss in 2002, Milestone needed to demonstrate how the Company will achieve
$6,000,000 in stockholders' equity by the end of 2003. On August 14, 2002, a
supplemental plan demonstrating how Milestone expects to meet these
requirements. On August 23, 2002, the American Stock Exchange advised the
Company that they had determined that the plan makes a reasonable demonstration
of Milestone's ability to regain compliance with the continued listing standards
by the conclusion of the plan period at the end of 2003. The continued listing
of Milestone's securities on the American Stock Exchange during this period will
be subject to periodic reviews by the Exchange. Failure to show progress
consistent with the plan or to regain compliance by the end of the plan period
could still result in the Milestone being delisted. In the event that
Milestone's securities are delisted from the American Stock Exchange, trading,
if any, in the common stock and warrants would be conducted in the over the
counter market in the so-called "pink sheets" or on the NASD's "OTC Bulletin
Board." Consequently the liquidity of the Company's securities could be
impaired, not only in the number of securities which could be bought and sold,
but also through delays in the timing of transactions, reduction in security
analysts and new media coverage of Milestone, and lower prices for Milestone's
securities than might otherwise be obtained.


                                       20
<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

      (a)   Evaluation of disclosures. The Company maintains disclosure controls
            and procedures designed to provide reasonable assurance that
            information required to be disclosed in the reports filed with the
            SEC is recorded, processed, summarized and reported within the time
            periods specified in the rules of the SEC. Within 90 days prior to
            the filing of this Quarterly Report on Form 10-QSB, an evaluation,
            was completed under the supervision and participation of management,
            including the Chief Executive Officer and Chief Financial Officer,
            of the design and operation of this disclosure controls and
            procedures pursuant to Exchange Act Rule 13a-14. Based upon that
            evaluation, the Chief Executive Officer and Chief Financial Officer
            concluded that our disclosure controls and procedures are effective
            in timely alerting them to material information relating to the
            company (including the Company's consolidated subsidiaries) required
            to be included in the periodic SEC filings.

      (b)   Changes in internal controls. There were no significant changes in
            internal controls or other factors that could significantly affect
            the Company's internal controls subsequent to the date of our
            evaluation.


                                       21
<PAGE>

ITEM 6. Exhibits and Reports on Form 8-K

      (a)   Exhibits:

            99.1 - Certification of Chief Executive Officer, pursuant to 18
                   W.S.C. Section 1350

            99.2 - Certification of Chief Financial Officer, pursuant to 18
                   W.S.C. Section 1350

      (b)   Reports on Form 8-K:

            None


                                       22
<PAGE>

                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned

                                         MILESTONE SCIENTIFIC INC.
                                         -------------------------------------
                                                 Registrant


                                         /s/ Leonard Osser
                                         -------------------------------------
                                         Leonard Osser Chairman and
                                         Chief Executive Officer


                                         /s/ Thomas M. Stuckey
                                         -------------------------------------
                                         Thomas M. Stuckey, Vice President and
                                         Chief Financial Officer

Dated: November 15, 2002


                                       23
<PAGE>

                                  CERTIFICATION

I, Leonard Osser, certify that:

      1.    I have reviewed this quarterly report on Form 10-QSB of Milestone
            Scientific Inc. ("the registrant").

      2.    Based on my knowledge, this quarterly report does not contain any
            untrue statement of a material fact or omit to state a material fact
            necessary to make the statements made, in light of the circumstances
            under which such statements were made, not misleading with respect
            to the period covered by this quarterly report;

      3.    Based on my knowledge, the financial statements, and other financial
            information included in this quarterly report, fairly present in all
            material respects the financial condition, results of operations and
            cash flows of the registrant as of, and for, the periods presented
            in this quarterly report;

      4.    The registrant's other certifying officers and I are responsible for
            establishing and maintaining disclosure controls and procedures (as
            defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
            and have:

            a)    designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this quarterly report is being prepared;

            b)    evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this quarterly report (the "Evaluation
                  Date"); and

            c)    presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date:

      5.    The registrant's other certifying officers and I have disclosed,
            based on our most recent evaluation, to the registrant's auditors
            and the audit committee of registrant's board of directors (or
            persons performing the equivalent functions):

            a)    all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

            b)    any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

      6.    The registrant's other certifying officers and I have indicated in
            this quarterly report whether or not there were significant changes
            in internal controls or in other factors that could significantly
            affect internal controls subsequent to the date of our most recent
            evaluation, including any corrective actions with regard to
            significant deficiencies and material weaknesses.

      Date: November 15, 2002


/s/ Leonard Osser
-----------------

Leonard Osser
Chief Executive Officer


                                       24
<PAGE>

                                  CERTIFICATION

I, Thomas M. Stuckey, certify that:

      1.    I have reviewed this quarterly report on Form 10-QSB of Milestone
            Scientific Inc. ("the registrant").

      2.    Based on my knowledge, this quarterly report does not contain any
            untrue statement of a material fact or omit to state a material fact
            necessary to make the statements made, in light of the circumstances
            under which such statements were made, not misleading with respect
            to the period covered by this quarterly report;

      3.    Based on my knowledge, the financial statements, and other financial
            information included in this quarterly report, fairly present in all
            material respects the financial condition, results of operations and
            cash flows of the registrant as of, and for, the periods presented
            in this quarterly report;

      4.    The registrant's other certifying officers and I are responsible for
            establishing and maintaining disclosure controls and procedures (as
            defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
            and have:

            a)    designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this quarterly report is being prepared;

            b)    evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this quarterly report (the "Evaluation
                  Date"); and

            c)    presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date:

      5.    The registrant's other certifying officers and I have disclosed,
            based on our most recent evaluation, to the registrant's auditors
            and the audit committee of registrant's board of directors (or
            persons performing the equivalent functions):

            a)    all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

            b)    any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

      6.    The registrant's other certifying officers and I have indicated in
            this quarterly report whether or not there were significant changes
            in internal controls or in other factors that could significantly
            affect internal controls subsequent to the date of our most recent
            evaluation, including any corrective actions with regard to
            significant deficiencies and material weaknesses.

      Date: November 15, 2002


/s/ Thomas M. Stuckey
---------------------
Thomas M. Stuckey
Chief Financial Officer


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