<PAGE>   1
                       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 MARCH 31, 1999

                                       OR

[  ]         TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
             EXCHANGE ACT

          For the transition period from ____________ to _____________

                         COMMISSION FILE NUMBER: 0-22294

                                 MED/WASTE, INC.
--------------------------------------------------------------------------------
        (Exact Name of Small Business Issuer as Specified in its Charter)


          DELAWARE                                          65-0297759
-------------------------------                     --------------------------
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                          Identification No.)


              6175 NW 153 STREET, SUITE 324, MIAMI LAKES, FL 33014
--------------------------------------------------------------------------------
                    (Address of principal executive offices)



                                (305) 819 - 8877
--------------------------------------------------------------------------------
                           (Issuer's telephone number)



Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 [ ] No [X]

The number of shares outstanding of the registrant's common stock $.001 par
value as of August 19, 1999 was 6,733,980.

























                                       1

<PAGE>   2


PART I.     FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

                        MED/WASTE, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                             March 31 1999  December 31, 1998
                                                             -------------  -----------------
                                                             (UNAUDITED)
<S>                                                          <C>             <C>
ASSETS
CURRENT ASSETS:
    Cash and Cash Equivalents                                $    214,668    $    113,146
    Accounts Receivable, Net of Allowances of $686,000
        and $740,000 in 1999 and 1998 respectively              5,654,449       5,713,044
    Inventories                                                   356,123         352,941
    Prepaid Expenses and Other Current Assets                   1,075,478       1,359,436
                                                             ------------    ------------
Total Current Assets                                         $  7,300,718       7,538,567

Property, Plant and Equipment, Net                             14,034,751      14,172,260
Goodwill                                                       19,766,601      19,906,832
Other Intangibles, net                                          6,741,685       6,955,707
Other Assets                                                      972,500         715,279
Investment in unconsolidated subsidiary                           759,339         717,399
Notes Receivable                                                  150,000         150,000
                                                             ------------    ------------
Total Assets                                                 $ 49,725,594    $ 50,156,044
                                                             ============    ============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
    Accounts Payable and Accrued Liabilities                 $  6,948,538    $  6,679,770
    Current Portion of Notes Payables                          21,690,488      20,120,645
    Current Portion of Capital Lease Obligations                  597,145         679,935
    Customer Deposits                                              19,566          19,566
                                                             ------------    ------------
Total Current Liabilities                                      29,255,737      27,449,916

Capital Lease Obligations, Less Current Portion                   797,435         901,634
Notes Payable Less Current Portion                              1,931,535       1,957,023
                                                             ------------    ------------
                                                               31,984,707      30,358,573
Shareholders' Equity:
    Series A Preferred Stock, .01 par value; 60,000 shares
        Authorized; 28,869 Shares Outstanding                         289             289
    Common Stock, $.001 par value; 10,000,000
       Shares Authorized; 6,653,647 and 6,650,647
       Shares Issued and Outstanding in 1999 and 1998
         respectively                                               6,653           6,651
    Additional Paid-in Capital                                 30,322,505      30,289,507
    Warrant Subscriptions Receivable                             (357,266)       (387,466)
    Retained Earnings (deficit)                               (12,200,637)    (10,080,853)
                                                             ------------    ------------
                                                               17,771,544      19,828,128
     Less Cost of Treasury Stock: 11,824 Shares                   (30,657)        (30,657)
                                                             ------------    ------------
    Total Shareholders' Equity                                 17,740,887      19,797,471
                                                             ------------    ------------
Total Liabilities and Shareholders' Equity                   $ 49,725,594    $ 50,156,044
                                                             ============    ============
</TABLE>



                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





                                       2

<PAGE>   3


                          MED/WASTE, INC. SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                     Three Months Ended March 31
                                                                                   -------------------------------
                                                                                      1999                1998
                                                                                   ------------        -----------
<S>                                                                                <C>                 <C>
Revenues                                                                           $ 7,063,438         $ 6,082,786
                                                                                   -----------         -----------
Costs and expenses:

Operating costs                                                                      5,858,092           5,702,247
Administrative and selling expenses                                                  2,180,108           1,294,217
Amortization of Intangibles                                                            343,255             148,438
                                                                                   -----------         -----------
Total                                                                                8,381,455           7,144,902
                                                                                   -----------         -----------
Operating loss                                                                      (1,318,017)         (1,062,116)
Other, net                                                                            (736,250)           (345,401)
                                                                                   -----------         -----------
Loss before income taxes                                                            (2,054,267)         (1,407,517)
Income taxes (benefit)                                                                      --            (478,555)
                                                                                   -----------         -----------
Net Loss                                                                            (2,054,267)           (928,962)
Preferred stock dividend                                                               (65,517)            (77,842)
                                                                                   -----------         -----------
Net loss available to common shareholders                                          $(2,119,784)        $(1,006,804)
                                                                                   ===========         ===========
Loss per share - basic and diluted                                                 $      (.32)        $      (.21)
                                                                                   ===========         ===========
Weighted average shares outstanding                                                  6,650,211           4,862,629
</TABLE>



                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS











                                       3

<PAGE>   4


                        CONSOLIDATED FINANCIAL STATEMENTS
                        Med/Waste, Inc. and Subsidiaries
                      Consolidated Statements of Cash Flows

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                             THREE MONTHS ENDED
                                                                                  MARCH 31
                                                                        ---------------------------
                                                                           1999          1998
                                                                        ------------   ------------
<S>                                                                     <C>            <C>
OPERATING ACTIVITIES:
Net Loss                                                                $(2,054,267)   $  (928,962)
Adjustments to reconcile net earnings to net cash (used) in operating
activities:
     Depreciation and amortization                                          823,562        408,844
     Provision for doubtful notes and accounts receivable                    60,794        118,000
     Equity in net income of unconsolidated subsidiary                      (41,940)            --
     Issuance of stock, options, and warrants for services                   33,000             --
     Other                                                                                 (67,091)

Changes in operating assets and liabilities net of effects of
acquisitions:
      (Increase) decrease in accounts receivable                             (2,199)        10,521
      (Increase) in notes receivables                                            --           (770)
      (Increase) in inventories                                              (3,182)      (195,855)
      Decrease in prepaid expenses                                          283,958        245,415
      (Increase) in other assets                                           (246,223)      (891,790)
      Increase in accounts payable and accrued liabilities                  268,768        191,336
      (Decrease) in customer deposits                                            --         (3,304)
      Increase in deferred income tax liability and other                                  101,769
                                                                        -----------    -----------
      Net cash used in operating activities                                (877,729)    (1,011,887)


INVESTING ACTIVITIES:
      Proceeds on sale of Kover                                                  --      1,200,000
      Purchase of operating equipment                                      (342,798)      (482,812)
                                                                        -----------    -----------
      Net cash (used) provided by investing activities                     (342,798)       717,188

FINANCING ACTIVITIES:
      Increase (decrease) in line of credit and notes payable-net         1,544,355       (507,720)
      (Decrease) Increase in capital leases, net                           (186,989)       251,195
      Issuance of common stock                                                   --        105,000
      Preferred stock dividend                                              (65,517)       (77,842)
      Payment of stock subscription receivable                               30,200         50,000
                                                                        -----------    -----------
      Net cash provided (used) by financing activities                    1,322,049       (179,367)
                                                                        -----------    -----------
      Increase (decrease) in cash and cash equivalents                      101,522       (474,066)
      Cash and cash equivalents at beginning of period                      113,146        984,708
                                                                        -----------    -----------
      Cash and cash equivalents at end of period                        $   214,668    $   510,642
                                                                        ===========    ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
      Notes received for sale of Kover                                                 $(1,500,000)
      Common stock issued for the acquisition of Med-Waste, Inc.                           310,000
      Cash paid during the period for interest                          $   480,000        280,000
      Conversion of Preferred to Common Stock                                            1,410,000
      Conversion of debentures to Common Stock                                             225,000
</TABLE>

                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





                                       4

<PAGE>   5



                        MED/WASTE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



1.       OPERATIONS AND BASIS OF PRESENTATION

ORGANIZATION

Med/Waste, Inc. (the "Company") is a holding company incorporated in November
1991 under the laws of the State of Delaware. The Company and through its
subsidiaries, is engaged in the businesses of medical waste management.

The medical waste management operations are conducted primarily through the
following subsidiaries, collectively referred to as the "Waste Companies":

                    Safety Disposal System, Inc. ("SDS")
                    Safety Disposal System of South Carolina, Inc. ("SDSSC")
                    Safety Disposal System of Pennsylvania, Inc. ("SDSPA")
                    Safety Disposal System of Georgia, Inc. ("SDSGA")
                    Safety Disposal System of Virginia, Inc. ("SDSVA)
                    Incendere, Inc. ("Incendere")
                    Target Medical Waste Services, LLC ("Target")
                    Med-Waste, Inc. ("Decatur")
                    Sanford Motors, Inc. ("SMI")
                    BMW Medtec of West Virginia ("BMW")




BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared
in accordance with the instructions to Form 10-QSB and do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
considered necessary for a fair presentation have been included. These
statements should be read in conjunction with the consolidated financial
statements and related notes contained in the Company's Annual Report on Form
10-KSB for 1998. These interim results of operations are not necessarily
indicative of results for the entire year.

Certain reclassifications were made to the 1998 financial statements to conform
to the 1999 presentation.

RESTATEMENT

On March 8, 1999, the Company announced that it may be required to restate the
earnings reported during 1998. After a further investigation and the
recommendation of new management, the Audit Committee of the Board of Directors
appointed an independent counsel to review its accounting and reporting
practices. The Company restated its previously issued financial statements for
three quarters ended in March 31, June 30 and September 30, 1998. These
statements should be read in conjunction with the consolidated financial
statements and related notes contained in the Company's Annual Report on Form
10-KSB for 1998. The financial statements presented for the three month period
ended March 31, 1998 are the restated financial statements previously filed.




                                       5

<PAGE>   6

2.       ACQUISITIONS.

No acquisitions were made by the Company during the three months ended March 31,
1999.

In January 1999, the Company terminated its Agreement to acquire Health Care
Waste Services Corp. of New York City. All capitalized costs related to this
activity were expensed in 1998.

3.       NOTES PAYABLE

Notes payable consist of the following at March 31, 1999:

           Term Loan                                            $16,200,000
           Line of Credit                                         3,500,000
           Notes payable                                          3,922,023
                                                                -----------
           Total notes payable                                   23,622,023
           Less: current portion                                 21,690,488
                                                                -----------
           Long Term Portion                                     $1,931,535
                                                                ===========

During the three months ended March 31, 1999 and 1998 interest expense was
approximately $565,000 and $280,000 respectively.

In January 1999, the Company refinanced the line of credit and term loans with
its existing bank through a new Credit Agreement. The Credit Agreement includes
a revolving credit loan for $10,000,000 and a convertible credit loan of
$25,000,000. Generally, borrowings under the revolving credit loan may not
exceed 80% of the Company's eligible accounts receivable, as defined. Provided
that no default or event of default, as defined, has occurred, the total
principal balance of the convertible credit loan would be converted to a term
loan on July 31, 2000 and would be payable monthly in an amount equal to one
eighty-fourth (1/84th) of the aggregate principal balance of the converted loan.
Final payment plus accrued interest would then be due on July 31, 2004. The
revolving credit loan was due July 31, 1999. Interest on the revolving credit
loan and convertible credit loan is payable monthly at a rate equal to the Prime
Rate or the LIBOR Rate plus or minus an applicable margin as defined in the
Credit Agreement. The Credit Agreement requires the Company to maintain minimum
levels of liquidity, profitability and net worth. The Company is currently in
violation of all of the financial covenants pertaining to the Credit Agreement.
The Company has not obtained waivers from the bank and as such, has classified
the line of credit and term loans outstanding at March 31, 1999 and December 31,
1998 as current liabilities. Because of the violations, the Company is not
currently eligible to convert the term loan as described above. The Company has
been negotiating with its lenders for the purposes of restructuring the
Company's debt and these lenders have not called the outstanding balances.





4.       NET LOSS PER COMMON SHARE

A reconciliation of the numerator and denominator of earnings per share for the
three months ended March 31, 1999 and 1998 follows:










                                       6

<PAGE>   7


<TABLE>
<CAPTION>

                                                 1999                                                1998
                              Income           Shares           Per-Share          Income           Shares         Per-Share
                            (Numerator)     (Denominator)         Amount        (Numerator)      (Denominator)       Amount
                            -----------     -------------      -----------      -----------      -------------   ---------------
<S>                           <C>                 <C>              <C>            <C>                  <C>            <C>
Net loss                      $(1,667,253)                                       $(943,064)
Less: Preferred stock
  dividends                       (65,517)                                         (77,842)
Basic and diluted EPS and Loss
  available to common
  shareholders                 (1,732,770)        6,650,211       $(.26)        (1,020,906)            4,862,628      $(.21)
                              -----------        ----------       -----        -----------            ----------      -----

</TABLE>

Options to purchase 2,104,800 shares of common stock from $2.125 to $6.063 per
share were outstanding as of March 31, 1999. The options expire at various dates
through 2003. Stock warrants to purchase 626,150 shares of common stock from
$2.75 to $8.00 were outstanding as of March 31, 1999. The warrants expire at
various dates through 2004. In both 1999 and 1998, no options or warrants were
included in the computation of earnings per share because their inclusion would
have an anti-dilutive effect.

5.       RESTATEMENT

In July 1999, after an investigation by new management and special counsel
appointed by the Audit Committee of the Board of Directors, the Company
determined that in the 1998 financial statements included in Form 10-QSB for
each of the quarters of 1998, certain revenues were improperly recognized,
certain costs and allowances were not accrued or were improperly recorded and
certain costs were improperly deferred. As a result, the accompanying
consolidated financial statements as of March 31, 1998 and for the three month
then ended, present restated results as previously filed.

6.       SUBSEQUENT EVENTS

SEC INQUIRY

By letter dated July 19, 1999, the Securities and Exchange Commission ("SEC")
advised the Company that it is conducting an informal inquiry into the
accounting procedures utilized by the Company. The SEC has requested that the
Company voluntarily provide certain records and other information. The Company
is complying fully with such request and will continue to cooperate with the SEC
in its inquiry.



                                       7

<PAGE>   8

7. LITIGATION

On June 16, 1999, a complaint was filed against the Company, and certain former
officers and directors. The Plaintiff seeks to certify a class action against
the Defendants for the purported securities violations. Specifically, the
complaint seeks relief for violations of Section 10(b) of the Securities
Exchange Act of 1934 (the "Exchange Act") and Rule 10(b)-5, promulgated
thereunder, as well a purported violations violation of Section 20(a) of the
Exchange Act. The complaint alleges that the Defendants purportedly issued false
and misleading statements as to the Company's results of operations and that,
specifically, earnings and earnings per share of the Company for each of the
quarterly reports issued for the first, second and third quarters of the 1998
fiscal year were fraudulently misstated. Plaintiff seeks to recover damages on
behalf of himself and the putative class he represents purportedly sustained as
a result of the violations of the securities law alleged in the Complaint.
Plaintiff also seeks to recover attorney's fees and costs incurred in the
litigation. No discovery has commenced and the size of the plaintiff class is
not yet determined. Accordingly, the Company and counsel are unable to predict
the outcome of this case.

In January 1999 the former stockholders of Med-Waste, Inc., an Alabama
corporation, filed a lawsuit against the Company. The lawsuit alleges fraud,
misrepresentations, breach of contract and failure to pay on a promissory note
given as part of the purchase price. In June 1999, the Company terminated the
employment of the former stockholders for "cause". The Company intends to
vigorously defend the lawsuit and believes it has meritorious defenses to the
claims. In addition, the Company expects to file a counterclaim for breach of
contract, fraud and misrepresentation in connection with the purchase of the
corporation. Plaintiff's counsel recently withdrew from the case and new counsel
was engaged. In view of these circumstances and the early stage of discovery,
the Company and counsel are unable to predict the outcome of this case at this
time.

On January 7, 1999, the Company terminated Mr. W. Fred Bonham's employment for
"cause". On April 9, 1999, Bonham filed a complaint against the Company.
Mr. Bonham alleges in his complaint that the Company violated his Employment
Agreement by failing to pay Bonham certain compensation after his discharge from
the Company. In his complaint, Bonham seeks compensatory damages, pre-judgement
interest, costs and reasonable attorney's fees. Specifically, Bonham seeks his
base salary ($175,000) due for the remaining term of his Employment Agreement,
as well as various stock options. This case is in the early stages of discovery.
Accordingly, the Company and counsel are unable to predict the outcome of this
case at this time.















                                       8

<PAGE>   9




ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS


THREE MONTHS ENDED MARCH 31, 1999 COMPARED WITH MARCH 31, 1998

REVENUES. For the three months ended March 31, 1999, the Company had revenues of
$7,063,438, an increase of 16% from $6,082,786 for the same period in 1998. This
increase is substantially less from what would be expected after the
acquisitions of Target, Decatur, SMI and BMW, all of which occurred subsequent
to the first quarter of 1998. Prior management's inability to consolidate the
acquisitions into its existing operational structure contributed to the limited
growth gained from these acquisitions. Operational problems throughout the
organization resulted in negative internal growth and negated the already
limited growth brought about from the acquisitions. During and subsequent to
March 1999, substantial changes were made by new management to improve marketing
strategies and operational controls so that the sales growth trend can be
improved in the future.

OPERATING COSTS. Consolidated operating costs amounted to $5,858,092, or 83% of
revenues, in the three months ended March 31, 1999, as compared to $5,702,247,
or 93% of revenues, for the same period in 1998. Although the costs as a percent
of revenues improved by 12%, the reduction is not considered sufficient to what
should be expected if more synergies could be obtained from the acquisitions
made during 1998. During the period ended March 31, 1999, and thereafter,
several operational changes were made by new management to reduce operating
costs.

ADMINISTRATIVE AND SELLING EXPENSES. Administrative and selling expenses
increased to $2,180,108 in the three months ended March 31, 1999 from $1,294,217
for the same period for 1998. These costs represent 31% of revenues in 1999
compared to 21% in 1998. This 47% increase was due to prior management inability
to obtain synergies from the acquisitions made in late 1997 and during 1998. In
March 1999, and thereafter, significant changes were made by new management to
reduce administrative and selling expenses.

OPERATING LOSS. The Company reported an operating loss of $1,318,017 for the
three-month period ended March 31, 1999 compared to a loss of $1,062,116 in
1998. During the three month period ended March 31, 1999 the operational
problems, which evolved during 1998 continued. It was not until new management
made some significant changes during and subsequent to the period ended March
31, 1999 that these operational and management inefficiencies were addressed.
Many of these changes did not have an impact in the period but should improve
results in future periods.

OTHER, NET. Other, net increased to an expense of $736,250 in the three months
ended March 31, 1999 as compared to an expense of $345,401 for the same period
in 1998. The increase can be attributed to an increase of interest expense of
$285,000 due to an increase in interest bearing debt of approximately $12
million. Also, approximately $280,000 of fees and other costs related to the
refinancing of the line of credit and term loan were expensed because the
Company is not in compliance with the loan covenants and the loans have been
classified as short term liabilities.

NET LOSS. The net loss for 1999 of $2,054,267 for the three-month period ended
March 31, 1999 compared to a net loss of $928,962 for the same period in 1998.
The loss for the 1998 period was reduced by the effect of an income tax benefit
of $478,555 resulting from the reversal of certain deferred tax liabilities. The
loss for 1999 can be attributed to the operational deficiencies and problems
encountered in integrating acquisitions made in late 1997 and 1998. The
substantial inefficiencies and operational problems, which arose during 1998,
carried over into 1999.



                                       9
<PAGE>   10

It was not until late March 1999, and thereafter, that new management made
significant operational changes that should result in reversing the unfavorable
operational trend established during 1998.

LIQUIDITY AND CAPITAL RESOURCES

Due to the classification of the bank loan as a current liability to reflect the
Company's non compliance with existing loan covenants, working capital was
negative at March 31, 1999 and at December 31, 1998. Cash balances remained
relatively unchanged from December 31 1998 to March 31, 1999 as the Company
operated without a line of credit and under severe operational constraints
resulting from its announcement in March 1999 that it would be required to
restate its results for the first three quarters of 1998. During the period, the
Company met its obligations only through extreme cash management measures which
included delaying payments to certain vendors and re-negotiating payment terms.
Prior to uncovering the erroneous accounting and reporting that transpired
during 1998 the Company borrowed $600,000 from its acquisition line of credit
negotiated in January 1999. Substantially all proceeds were used to pay for
capital expenditures and related expenses incurred in 1998. After the
determination was made that a restatement would be required the Company
immediately notified its banks and was allowed to draw $500,000 from its line of
credit. These proceeds were used to meet pressing accounts payable requirements.
Since that time, the line of credit has been frozen and the Company has met its
obligations from cash provided by operations.

MANAGEMENT CHANGES AND OTHER MATTERS

On January 5, 1999 the Company announced the appointment of George Mas as Vice
President of Finance and Chief Financial Officer.

On January 7, 1999, the Company terminated the employment of W. Fred Bonham as
Vice President and Chief Operating Officer.

On January 11, 1999 the Company announced the appointment of Carlos Campos as
Executive Vice President and Chief Operating Officer. Mr. Campos was appointed
Acting CEO on March 17, 1999 and appointed President and CEO and appointed to
the Board of Directors on July 15, 1999.

On January 26, 1999 Ross Johnston was appointed Vice President Legal Affairs.

On March 17, 1999, Daniel Stauber, took a leave of absence as President and
Chief Executive Officer of the Company. Effective June 10, 1999, Mr. Stauber
resigned as President and CEO and also as a member of the Board of Directors of
the Company.

During the period ended March 31, 1999, new management spent a significant part
of its time dealing with the investigation of the events of 1998. Although some
changes were made by new management upon their employment, most of the cost
reduction and operational efficiencies measures taken to reverse the negative
trends established in 1998 did not occur until March 1999 or thereafter. It is
expected that these measures will have a substantial positive effect on results
of operations in future periods.



                                       10
<PAGE>   11



GOING CONCERN

The Company's consolidated financials statements are presented on the going
concern basis, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. During 1997 and 1998, the
Company purchased several companies in the medical waste business in
contemplation of integrating the acquisitions into the Company's core business.
Unfortunately, the Company was unable to successfully integrate and achieve
profitability from these acquisitions. In addition, internal growth was limited
due to the Company's inability to formulate an effective marketing plan,
integrate its acquisitions and manage the Company's growth. During the three
months ended March 31,1999, and thereafter, new management began its plan to
aggressively control costs, control expansion efforts and focus on the Company's
core business. The Company is currently seeking $2 million of working capital
for operations and capital of approximately $6 million for required improvements
to the SDSSC incinerator during 1999 to 2000 to meet new emission standards. In
addition, the Company will seek another $1 million for other company-wide
improvements.

The Company is also in discussion with several lenders for additional funds, as
well as obtaining a waiver to cure its financial covenant violations.
Discussions are also being held with private investors to raise equity capital.
The Company believes the additional loan and equity proceeds, if obtained, will
be adequate to fund its on-going operations.

The Company's continued existence is dependent upon its ability to resolve its
liquidity problems principally by implementing cost reduction strategies and
obtaining positive results from increased marketing efforts.

The financial statements do not include any adjustments to reflect the possible
future effective on the recoverability and classification of assets for the
amount of classification of liabilities that may result from the possible
inability of the Company to continue as a going concern. There is no assurance
that the Company will be able to achieve its recovery plan as described above.

IMPORTANT FACTORS RELATING TO FORWARD LOOKING STATEMENTS

This Form 10-QSBA contains certain forward looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 with respect to the
financial condition, results of operations and business of Med/Waste, Inc., and
its subsidiaries, including statements made under Management's Discussion and
Analysis of Financial Condition and Results of Operations. These forward looking
statements involve certain risks and uncertainties. No assurance can be given
that any of such matters will be realized. Factors that may cause actual results
differ materially from those contemplated by such forward looking statements
include, among others, the following: the competitive pressure in the industry;
general economic and business conditions; the ability to implement and the
effectiveness of business strategy and development plans; quality of management;
business abilities and judgement of personnel; and availability of qualified
personnel; labor and employee benefit costs.




                                       11
<PAGE>   12


PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         SEE NOTE 7 TO THE FINANCIAL STATEMENTS

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.

         NONE

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         NONE

                                   SIGNATURES

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

                                         Med/Waste, Inc.



Date:   September 2, 1999                /s/ Carlos Campos
        -------------------              --------------------------
                                         President and Chief Executive Officer



Date:   September 2, 1999                /s/ George Mas
        -------------------              ---------------------------------------
                                         George Mas,
                                         Vice President and Chief
                                         Financial Officer


















                                       12