<PAGE>   1
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 10-Q
  (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, 1996

                                       OR

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


                   FOR THE TRANSITION PERIOD                TO
                                             ---------------    ------------

                          COMMISSION FILE NUMBER 0-9278

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

                              GEOWASTE INCORPORATED
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

STATE OF INCORPORATION:  DELAWARE            I.R.S. EMPLOYER ID. NO. 36-2751684


                          SUITE 208, 24 CATHEDRAL PLACE
                             ST. AUGUSTINE, FL 32084
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (904) 824-0201
              (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) of 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  | |

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

         Common Stock, $0.10 Par Value, 21,011,967 shares outstanding as of
November 8, 1996.



================================================================================



<PAGE>   2







                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                               Page
                                                                               ----
                          PART I: FINANCIAL INFORMATION
<S>                                                                            <C>
ITEM I:  FINANCIAL STATEMENTS (Unaudited)
Consolidated Balance Sheets.....................................................2

Consolidated Statements of Operations...........................................3

Consolidated Statements of Cash Flows...........................................4

Notes to Consolidated Financial Statements......................................5-7


ITEM 2:           Management's Discussion and Analysis of Financial
                  Condition and Results of Operations...........................8-11


                           PART II: OTHER INFORMATION


ITEM 1:           LEGAL PROCEEDINGS.............................................12

ITEM 2:           CHANGES IN SECURITIES.........................................12

ITEM 3:           DEFAULTS UPON SENIOR SECURITIES...............................12

ITEM 4:           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...........12

ITEM 5:           OTHER INFORMATION.............................................12

ITEM 6:           EXHIBITS AND REPORTS ON FORM 8-K..............................12

Signatures......................................................................13
</TABLE>




<PAGE>   3


<TABLE>
<CAPTION>
                     GEOWASTE INCORPORATED AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                                                September 30,
                 Assets                                              1996         December 31,
                                                                  (unaudited)       1995
                                                                ------------     ------------
<S>                                                             <C>              <C>         
Current assets:
  Cash and cash equivalents                                     $  2,349,592     $  3,985,459
  Accounts receivable, net                                         2,526,387          871,968
  Prepaid expense & other                                            367,559          182,132
  Deferred tax asset                                                 161,165          134,000
                                                                ------------     ------------
  Total current assets                                             5,404,703        5,173,559
                                                                ------------     ------------ 

Property and equipment:
  Land, primarily disposal site                                   12,551,741       11,337,667
  Building and improvements                                          340,341          150,793
  Vehicles and equipment                                           8,409,611        3,105,178
                                                                ------------     ------------ 

                                                                  21,301,693       14,593,638
  Less: accumulated depreciation                                  (7,880,545)      (6,224,889)
                                                                ------------     ------------

  Net property and equipment                                      13,421,148        8,368,749
                                                                ------------     ------------

Other assets:
  Cost in excess of net assets of
    acquired businesses, net of
    amortization                                                   9,653,166        1,067,701
  Covenants not to compete, net of
    amortization                                                      98,333
  Funds held in escrow                                               300,000          985,535
  Other                                                               45,594           41,772
                                                                ------------     ------------
  Total other assets                                              10,097,093        2,095,008
                                                                ------------     ------------

      Total assets                                              $ 28,922,944     $ 15,637,316
                                                                ============     ============

<CAPTION>
                                                                  September 30,
     Liabilities and stockholders' equity                            1996           December 31,
                                                                 (unaudited)         1995
<S>                                                             <C>              <C>         
Current liabilities:
  Current maturities of long-term obligations                   $    471,000     $    151,019
  Accounts payable                                                   976,490          137,308
  Accrued payroll                                                    165,056           79,235
  Accrued fees                                                       241,690          143,582
  Accrued taxes                                                      427,334          149,318
  Accrued other                                                      667,383          113,045
  Deferred revenue                                                   589,926          441,200
                                                                ------------     ------------    
  Total current liabilities                                        3,538,879        1,214,707
Long-term obligations, less current
 maturities                                                        6,540,817        4,094,450
Accrued Royalties                                                  1,029,281        1,207,591
Closure obligations                                                1,715,608        1,511,647
Deferred tax liability                                               561,648          161,000
Minority interest                                                     61,632           61,564
                                                                ------------     ------------
  Total liabilities                                               13,447,865        8,250,959
                                                                ------------     ------------
Stockholders' equity:
  Preferred stock, authorized 5,000,000
    shares, $.01 par value;  none issued
    or outstanding
  Common stock, authorized 50,000,000 shares,
    $.10 par value; issued and outstanding
    21,011,967 shares in 1996 and 18,662,605
    shares in 1995                                                 2,101,196        1,866,260
  Additional paid-in capital                                      12,648,485        6,191,110
  Change in unrealized value                                               0           67,046
  Accumulated earnings (deficit)                                     725,398         (738,059)
                                                                ------------     ------------
  Total stockholders' equity                                      15,475,079        7,386,357
                                                                ------------     ------------

Total liabilities & stockholders' equity                        $ 28,922,944     $ 15,637,316
                                                                ============     ============
</TABLE>


The accompanying notes are an integral part of the consolidated financial
statements.


                                       2


<PAGE>   4



                     GEOWASTE INCORPORATED AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)




<TABLE>
<CAPTION>
                                              Three Months Ended             Nine Months Ended
                                                  September 30,                September 30,
                                         ---------------------------    ----------------------------
                                             1996            1995            1996          1995
                                         -----------    ------------    ------------    ------------

<S>                                     <C>             <C>             <C>             <C>         
Net revenues                            $  3,776,099    $  2,176,717    $  9,014,790    $  6,845,734

Cost and expenses:
    Operating                              2,281,633       1,307,592       4,959,409       4,024,080
    Selling, general & administrative        723,445         386,488       1,687,245       1,112,251
                                        ------------    ------------    ------------    ------------

Income from operations                       771,021         482,637       2,368,136       1,709,403

Other income (expense):
    Other income, primarily interest          41,252          30,422         224,697         114,766
    Interest expense                        (109,002)        (95,280)       (307,445)       (279,479)
                                        ------------    ------------    ------------    ------------

Income from operations
  before income taxes                        703,271         417,779       2,285,388       1,544,690

Income tax provision (benefit)               240,139         (58,043)        821,931         486,000
                                        ------------    ------------    ------------    ------------

Net income                              $    463,132    $    475,822    $  1,463,457    $  1,058,690
                                        ============    ============    ============    ============

Earnings per common
 and common equivalent share            $       0.02    $       0.02    $       0.07    $       0.05
                                        ============    ============    ============    ============

Weighted average common and
 common equivalent shares                 21,536,696      20,176,613      21,162,328      19,591,254
                                        ============    ============    ============    ============
</TABLE>




The accompanying notes are an integral part of the consolidated financial
statements.

                                        3


<PAGE>   5


                     GEOWASTE INCORPORATED AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                       Nine Months Ended
                                                                  September 30,   September 30,
                                                                -------------------------------
                                                                     1996            1995
                                                                -------------    -------------
<S>                                                             <C>              <C>         
Cash Flows from operating activities:
  Net income                                                    $  1,463,457     $  1,058,690

Adjustments to reconcile net income to net cash provided
 by operating activities:
     Depreciation and amortization                                 1,748,495        1,884,180
     Non cash interest expense                                          --             80,823
     Non cash closure costs                                          203,961          479,467
     Gain on sale of equipment                                        (1,179)          (3,208)
     Deferred taxes                                                  141,931          352,000
Changes in assets and liabilities:
     Accounts receivable                                            (787,105)          28,998
     Prepaid expenses                                               (115,346)         (63,866)
     Accounts payable & accrued liabilities                          536,525          (82,847)
     Deferred revenue                                                (82,838)         309,030
                                                               -------------    -------------
Net cash provided by operating activities                          3,107,901        4,043,267
                                                               -------------    -------------

Cash flows from investing activities:
     Additions to property and equipment                          (2,657,247)      (1,733,597)
     Proceeds from the sale of equipment                              11,000           13,170
     Funds held in escrow and other                                  690,010             (744)
     Purchase of business                                         (2,064,922)            --
                                                               -------------    -------------
Net cash used in investing activities                             (4,021,159)      (1,721,171)
                                                               -------------    -------------

Cash flows from financing activities:
     Payment of debt and capital lease obligations                  (722,609)        (318,684)
                                                               -------------    -------------
Net cash used in financing activities                               (722,609)        (318,684)
                                                               -------------    -------------

Increase in cash and cash equivalents                             (1,635,867)       2,003,412
     Cash and cash equivalents, beginning of period                3,985,459        1,633,398
                                                               -------------    -------------
    Cash and cash equivalents, end of period                   $   2,349,592    $   3,636,810
                                                               =============    =============
</TABLE>


The accompanying notes are an integral part of the consolidated financial
statements.

                                       4

<PAGE>   6


                     GEOWASTE INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1)       BASIS OF PRESENTATION

         In the opinion of management, the unaudited consolidated financial
statements for the interim periods ended September 30, 1996 and September 30,
1995 reflect all adjustments, including normally recurring accruals, necessary
to present fairly the financial condition and results of operations of the
Company for and as of the periods and dates indicated. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted in accordance with the rules of the Securities and Exchange Commission.
Operating results for interim periods are not necessarily indicative of the
results that can be expected for a full year. These statements should be read in
conjunction with the Company's Annual Report for 1995 on Form 10-K dated March
29, 1996.


2)       SIGNIFICANT ACCOUNTING POLICIES

         Earnings Per Common Share

         Earnings per common and common equivalent share is computed using the
weighted average number of common and common equivalent shares (stock options,
warrants and conversion of subordinated notes) outstanding during each period.

         Consolidated Statements of Cash Flows

         For purposes of reporting cash flows, the Company considers all
certificates of deposit and time deposits with original maturities of three
months or less to be cash equivalents.

         The Company paid approximately $445,000 and $152,000 for income taxes
and $198,000 and $194,000 for interest during the nine months ended September
30, 1996 and September 30, 1995, respectively.

<TABLE>
<CAPTION>
                                                                9 MONTHS ENDED SEPTEMBER 30,
         SIGNIFICANT NON-CASH TRANSACTIONS:                       1996             1995
                                                                  ----             ----
<S>                                                              <C>         <C>      
         Purchase of equipment and vehicles
         financed by notes payable.                                            $104,118

         Assumption of debt associated with
         purchase of business                                    $3,310,647
</TABLE> 


         Income Taxes

         The total provision for income taxes at September 30, 1996 is $822,000.
The current portion of the provision for income taxes at September 30, 1996
consists of Federal income tax expense of $550,000 and state income tax expense
of $147,000. The deferred income tax provision of $125,000 primarily represents
the utilization of AMT tax credits and depreciation differences.



                                       5

<PAGE>   7

         The net deferred tax liability at September 30, 1996 consists primarily
of basis differences in fixed assets caused by accelerated depreciation used for
tax purposes.

3)       ISSUANCE OF DEBT

         On March 5, 1992, the Company completed a private placement of $3
million in Convertible Subordinated Debentures due March 31, 1997 (the
"Debentures"). The Debentures have a term of five years and bear interest at the
rate of 8.5% per annum, payable quarterly. Interest is payable in either cash or
additional Debentures at the Company's option. The Company utilized the feature
of issuing additional Debentures in payment of interest for each quarter since
the issuance of the Debentures up to and, including the quarter ended March 31,
1995. Beginning with the second quarter of 1995, the Company chose to pay
interest of $82,500 per quarter rather than issue additional Debentures. Total
interest paid this year through September 30, 1996 on the Debentures amounts to
$245,000. The Debentures are convertible into the Company's common stock at a
conversion rate of $1.40 per share. Pursuant to the terms of the Debentures, the
Company is obligated to subordinate certain subsequent issuance's of debt to the
rights of the holders of the Debentures. The Debentures subject the Company to
certain covenants, certain prepayment and conversion obligations and certain
restrictions with respect to the declaration and payment of dividends.

4)       ACQUISITIONS

          (a)  On March 21, 1996 the Company acquired North Florida Sweeping
               Inc., ("NFS"), street sweeping and solid waste roll off
               collection company located in Jacksonville, Florida. The
               consideration given of $1,349,000 consisted of $280,000 worth of
               stock (233,946 shares valued at 1.197 per share), cash of
               $355,000, assumption of debt in the amount of $614,000 and 75,000
               exercisable at $1.25 per share. The Company also extended the
               exercise date for 2,000,000 warrants previously issued to Allen &
               Company incorporated from August 2, 1996 to February 2, 1998 as
               consideration for investment advisory services provided to the
               Company in connection with the purchase of NFS. The Company
               assigned a value of $100,000 to this modification in accordance
               with FASB 123 (accounting for stock based compensation).


               The acquisition was accounted for by the purchase method of
               accounting, and accordingly, the consideration given has been
               allocated to the assets acquired and the liabilities assumed
               based on the estimated fair values at the date of acquisition.
               The excess of the purchase price over the fair value of the
               assets acquired was approximately $257,000 and has been recorded
               as goodwill, which is being amortized on a straight line basis
               over 40 years.


          (b)  On August 12, 1996, the Company acquired all of the outstanding
               capital stock of Spectrum Group, Inc. (d/b/a United Sanitation
               "United"), a collection, recycling and transfer company located
               in Ocala, Florida, for cash of approximately $1,000,000 and
               2,000,000 shares of common stock valued at $3.125 per share. The
               acquisition was accounted for using the purchase method.
               Accordingly, the purchase price was allocated to assets acquired
               based on their estimated fair values. This allocation has
               resulted in cost in excess of net assets acquired of
               approximately $7,500,000, which is being amortized over 40 years
               on a straight line basis. United's results of operations have
               been included in the consolidated results of operations since the
               date of acquisition.


                                       6
<PAGE>   8

          (c)  On August 30, 1996 the Company, through its wholly-owned
               subsidiary, Spectrum Group, Inc., acquired certain solid waste
               collection assets of Standard Disposal Services of Florida, Inc.
               The consideration was comprised of $700,000 in cash, assumption
               of $580,000 of debt and the issuance of 48,571 shares of common
               stock, the issuance of said shares being contingent upon, and
               subject to, reduction if certain revenue projections are not met
               through November 30, 1996. This acquisition was also accounted
               for by the purchase method of accounting. The excess of the
               purchase price over the fair value of the assets acquired was
               approximately $700,000 and has been recorded as goodwill, which
               is being amortized on a straight line basis over 40 years.



              The following summarized, unaudited pro forma results of
              operations for the nine months ended September 30, 1996 and 1995,
              assume the acquisitions above occurred as of the beginning of the
              respective periods:

<TABLE>
<CAPTION>
                                          1996                    1995
                                          ----                    ----
<S>                                   <C>                    <C>       
Net revenues                          $12,578,000            $9,913,500
Net income                              1,507,500               974,300
Net income per common share           $      0.07            $     0.05
</TABLE>


                                       7

<PAGE>   9



ITEM 2               GEOWASTE INCORPORATED AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Results of Operations

         Net revenues for the quarter ended September 30, 1996 consisted of
collection/recycling revenues of $1,829,000, disposal revenues of $1,207,000,
transfer revenues of $217,000 and sweeping revenues of $522,000. Of the
collection/recycling revenues, $873,000 is attributed to the contribution made
by United which was acquired on August 12, 1996, (please refer to the discussion
under "Acquisitions"). Collection/recycling revenues increased 178% over third
quarter 1995 results (with 133% being attributable to United), disposal revenues
decreased 8% and transfer revenues increased 5%. There were no related sweeping
revenues for the third quarter of 1995. Sweeping operations commenced on March
22, 1996 with the acquisition of North Florida Sweeping, Inc. ("NFS"). Net sales
for the nine months ended September 30, 1996 consisted of collection and
recycling revenues of $3,607,000 ($873,000 for United), disposal revenues of
$3,641,000, transfer revenues of $663,000 and sweeping revenues of $1,103,000.
Without giving effect to the acquisition of United, collection/recycling
revenues increased 32% over prior year levels due principally to the obtaining
of two new contracts in the first quarter of 1996. Disposal revenues have
decreased approximately 12% due to decreased volumes at the Pecan Row Landfill.
All intercompany activity has been excluded.

         Operating expenses related to collection/recycling, disposal, transfer
and sweeping for the quarter ended September 30, 1996, consisted of
collection/recycling expenses of $1,014,000 ($609,000 for United), disposal
expenses of $756,000, transfer expenses of $90,000 and sweeping expenses of
$421,000. Costs and expenses for collection/recycling operations increased 243%
over the third quarter of 1995 (with 206% being attributed to United). Disposal
operating costs decreased 18% from the third quarter of 1996. The increases in
collection costs were principally related to expenses associated with the two
new contracts referred to above and generally higher operating levels in 1996.
The decrease in disposal costs resulted from 1) increased volumes compared to
the third quarter of 1996 and 2) a reduction in cell related amortization rates
due to the Company's obtaining a permit modification for a vertical expansion of
the landfill. The Company's cell related amortization rates decreased by $3.40
per ton or $218,000 for the third quarter of 1996. Transfer station costs
increased 2% due to a moderate increase in volumes.

         Selling, general and administrative expenses for collection/recycling,
disposal and transfer activities in the third quarter ended September 30, 1996
were $241,000 ($139,000 for United), $99,000, and $2,000, respectively, as
compared to $71,000, $73,000, and $1,000, for the third quarter of 1995.
Sweeping administration expenses for the third quarter of 1996 were $99,000 with
no comparable expenses in 1995. Corporate overhead for the most recent three
months was $223,000 as compared to $242,000 in the third quarter of 1995. The
decrease in corporate overhead resulted primarily from the classification of
certain professional fees of $33,000 as costs of acquisitions.

         Net income for the quarter ended September 30, 1996 was $463,000. Net
income for the related quarter in 1995 was $476,000. During the third quarter of
1995 the Company reflected a benefit derived from electing to adopt Section 468
of the Internal Revenue Code (which allows for current deductibility of closure
costs subject to certain limitations). Last year's tax provision was adjusted in
the third quarter to reflect this election. There was no corresponding benefit
for the third quarter of 1996. Year to date net income for 1996 has increased
$405,000, over 1995 year to date amounts, due to increased operating levels, the
effects of growth through new business and acquisitions and decreased cell
related amortization costs.



                                       8
<PAGE>   10


             SELECTED FINANCIAL DATA OF THE REGISTRANT'S OPERATIONS

The table below sets forth certain financial data of the Company's
collection/recycling, transfer and disposal operations in Georgia and Florida.
These operating results do not include the corporate overhead expenses of the
parent, which are associated with the operation of the Company as a public
entity and the pursuit of the Company's business strategy of acquiring
additional solid waste management and related sanitation and infrastructure
maintenance businesses. The Company believes that the operating information set
forth below is an accurate representation of the operating results of such
collection/recycling, transfer and disposal operations on a stand-alone basis.





<TABLE>
<CAPTION>
                                                              Three Months       Three Months
                                                              Ended              Ended
Revenues:                                                     Sept 30, 1996      Sept 30, 1995
                                                              -------------      -------------
<S>                                                             <C>              <C>         
 Disposal                                                       $  1,207,340     $  1,312,976
 Collection/Recycling                                              1,829,490          658,128
 Transfer                                                            217,300          205,613
 Sweeping                                                            521,969             --   
                                                                ------------     ------------
 Total                                                             3,776,099        2,176,717
Operating Expenses (1)                                             1,570,439          559,624
                                                                ------------     ------------
Gross Margin before non-cash items                                 2,205,660        1,617,093
Selling, General and Administrative (2)                              442,099          136,840
                                                                ------------     ------------
Operating Cash Flow from disposal,
collection, transfer and sweeping companies (3)                 $  1,763,561     $  1,480,253
                                                                ============     ============
</TABLE>



1.   Excludes depreciation and non-cash closure costs of $711,194 and $747,968
     for the period ending September 30, 1996 and 1995, respectively.

2.   Excludes amortization expense of $57,631. No corporate overhead for the
     periods has been allocated. Actual corporate overhead was $223,715 and
     $241,866 for the period ending September 30, 1996 and 1995, respectively.

3.   Capital expenditures were $1,218,158 and $194,059 for the periods ending
     September 30, 1996 and 1995, respectively which resulted in free cash flow
     of $545,403 and $1,286,194 in the related quarters.


Liquidity and Capital Resources

         The Company is in a service industry and has neither significant
inventory nor seasonal variations in receivables. At September 30, 1996, the
Company had positive working capital of $1,865,824 as compared with $3,958,852
at December 31, 1995. The decrease in working capital resulted primarily from
amounts expended for acquisitions and capital expenditures and was partially
offset by increased revenues and improved operating efficiencies at the
Company's operating entities in Georgia.

         The Company's operating performance is expected to be sufficient to
support corporate overhead and other expenses during 1996. Management believes
that current working capital and internally generated funds will be sufficient
to meet the Company's working capital requirements during 1996.

Ongoing Capital Requirements and Expansion

         Historically, the Company has relied primarily on the private placement
of debt and equity securities in order to provide it with the cash required for
capital expenditures, acquisitions, and to partially fund operating activities.
Set forth below is a discussion of the Company's primary ongoing cash
requirements and the means by which it expects to meet these requirements in the
future.


                                       9

<PAGE>   11


Operating Activities

         The Company anticipates that the cash generated from operating
activities will be sufficient to provide the cash required for these activities.

Capital Expenditures

         The Company expects to make capital expenditures on an ongoing basis
for improvements to, and expansion of, its landfill and for equipment purchases.
The Company estimates that the capital expenditures required for its existing
operations will amount to $2,900,000 in 1996. The Company expects that it will
fund such estimated capital expenditures from existing cash, cash generated from
operations and equipment lease financing.

Acquisitions

         The Company's business strategy includes the acquisition, on
financially attractive terms, of additional solid waste management companies as
well as related sanitation and infrastructure maintenance businesses. Such
acquisitions may be accomplished through the issuance of the Company's common
stock, cash on hand, or may require cash in excess of the Company's current cash
available. Although GeoWaste's improved operating results and financial
performance are expected to improve its access to any financing which may be
necessary to acquire such businesses, there can be no assurance that such
additional financing can be obtained on terms acceptable to the Company.

         The development and permitting of new disposal facilities requires
significant capital expenditures over an extended period. Any growth of the
Company through the permitting of new disposal facilities or the lateral
expansion of its existing disposal facility would require substantial capital
expenditures. The Company intends to pursue the further expansion of the Pecan
Row Landfill through the permitting of a new facility near or adjacent to the
existing site.

         On March 21, 1996 the Company acquired North Florida Sweeping Inc.,
("NFS"), a street sweeping and solid waste roll off collection company located
in Jacksonville, Florida. The consideration given of $1,349,000 consisted of
$280,000 worth of stock (233,946 shares valued at 1.197 per share), cash of
$355,000, assumption of debt in the amount of $614,000 and 75,000 warrants
exercisable at $1.25 per share. The Company also extended the exercise date for
2,000,000 warrants previously issued to Allen & Company Incorporated from August
2, 1996 to February 2, 1998 as consideration for investment advisory services
provided to the Company in connection with the purchase of NFS. The Company
assigned a value of $100,000 to this modification in accordance with FASB 123
(accounting for stock based compensation).

         On August 12, 1996, the Company acquired all of the outstanding capital
stock of Spectrum Group, Inc. (d/b/a United Sanitation "United"), a collection,
recycling and transfer company located in Ocala, Florida, for cash of
approximately $1,000,000 and 2,000,000 shares of common stock valued at $3.125
per share. The acquisition was accounted for using the purchase method.
Accordingly, the purchase price was allocated to assets acquired based on their
estimated fair values. This allocation has resulted in cost in excess of net
assets acquired of approximately $7,500,000, which is being amortized over 40
years on a straight line basis. United's results of operations have been
included in the consolidated results of operations since the date of
acquisition.


                                       10

<PAGE>   12

         On August 30, 1996 the Company, through its wholly-owned subsidiary,
Spectrum Group, Inc., acquired certain solid waste collection assets of Standard
Disposal Services of Florida, Inc. The consideration was comprised of $700,000
in cash, assumption of $580,000 of debt and the issuance of 48,571 shares of
common stock, the issuance of said shares being contingent upon, and subject to,
reduction if certain revenue projections are not met through November 30, 1996.
This acquisition was also accounted for by the purchase method of accounting.


The following summarized, unaudited pro forma results of operations for the nine
months ended September 30, 1996 and 1995, assume the acquisitions above occurred
as of the beginning of the respective periods:

<TABLE>
<CAPTION>
                                                                     1996                     1995
                                                                     ----                     ----
<S>                                                             <C>              <C>         
Net revenues                                                    $ 12,578,000     $  9,913,500
Net income                                                         1,507,500          974,300
Net income per common share                                     $       0.07     $       0.05
</TABLE>



                                       11

<PAGE>   13



         PART II:  OTHER INFORMATION


Item 1.  Legal Proceedings:
                           Not applicable.

Item 2.  Changes in Securities:
                           Not applicable.

Item 3.  Defaults upon Senior Securities:
                           Not applicable.

Item 4.  Submission of matters to a Vote of Security Holders:
                           Not applicable.

Item 5.  Other Information:

     On July 29, 1996 and August 1, 1996, Frederick J. Iseman and Kevin R. Kohn,
respectively, resigned their positions as members of the Board of Directors of
the Company. In connection with the acquisition of Spectrum Group, Inc. (See
"Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations: Acquisitions") Michael D. Paglia has been elected to the Board of
Directors replacing Mr. Kohn. The Company intends to fill the remaining vacant
seat on the Board of Directors at some time in the future.

Item 6.  Exhibits and Reports on Form 8-K:

           (a)  Exhibits:
                           
                    Computation of Net Earnings and Net Loss Per Share:

                    Three month period ended September 30, 1996 - Exhibit 11.1
                    Nine month period ended September 30, 1996   - Exhibit 11.2

                    Financial Data Schedule (for SEC use only) - Exhibit 27


           (b)  Reports on Form 8-K:

                        Item 5.  
                                 
                                 Other Events - August 27,1996 
                                 Acquisition of Spectrum Group, Inc.
                                 Filed the financial statements of Spectrum
                                 Groups, Inc. and Proforma Financial Statements



                                       12

<PAGE>   14



                                   Signatures


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                  GEOWASTE INCORPORATED
                                  --------------------------------
                                  (Registrant)

                                   /s/ Raymond F. Chase
                                   -------------------------------
                                   Raymond F. Chase
                                   Vice President and Chief Financial Officer
        



November 14, 1996



                                       13

<PAGE>   15


                                  Exhibit Index
<TABLE>
<CAPTION>
                                                                           Sequentially  
                                                                           Numbered      
Exhibit                                                                    Pages         
-------                                                                    -----         
<S>                                                                          <C>
11.1     Computation of Net Earnings Per Share
         for the three month period ended September 30, 1996.............    15

11.2     Computation of Net Earnings Per Share
         for the nine month period ended September 30, 1996..............    16

27       Financial Data Schedule (for SEC use only)......................
</TABLE>



                                       14