<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   September 30, 1996.
                                                       ------------------

                                       OR

[ ]         TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
            EXCHANGE ACT OF 1934

          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          (I.R.S. Employer Identification No.)
  of incorporation or organization)

           3890 N.W. 132nd Street, Suite K, Opa Locka, Florida 33054
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                  (305)  688 - 3931
                            (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  X   No
                                                              -----   -----


The number of shares outstanding of the registrant's common stock $.001 par
value as of November 12, 1996 was 2,340,770.
<PAGE>   2

                        MED/WASTE, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS



<TABLE>
<CAPTION>
                                                                      September 30,      December 31, 1995
                                                                          1996                  1995
                                                                          ----                  ----
 Assets                                                               (Unaudited)
 Current assets:
 <S>                                                                     <C>                  <C>
   Cash and cash equivalents                                             $   601,598          $   120,917
   Fixed income investments                                                        -              750,238
   Accounts receivable, net of allowances of $100,020
      and $74,000                                                          1,461,640            1,047,689
   Current portion of notes receivable from franchisees                    1,163,068              980,894
   Inventories                                                               234,839              192,595
   Prepaid expenses                                                          303,754              176,643
                                                                          -----------         -----------
 Total current assets                                                      3,764,899            3,268,976

 Notes receivable from franchisees, net of current
    portion, less allowance of $86,775 and $51,000 in
    1996 and 1995, respectively                                              898,670              792,697
 Notes receivable from officers                                              288,003                    -
 Operating and office equipment, net                                       1,446,986            1,539,639
 Intangible assets, net of accum. amortization                               409,310              441,393
 Other assets                                                                157,724              133,818
                                                                          -----------         -----------
 Total assets                                                            $ 6,965,592          $ 6,176,523
                                                                         ===========          ===========

 LIABILITIES AND SHAREHOLDERS' EQUITY
 Current liabilities:
    Accounts payable and accrued liabilities                             $ 1,325,484          $ 1,279,227
    Current portion of capital lease obligations                             142,193              144,390
    Notes payable (note 3)                                                    35,000              154,599
    Deferred revenue on franchise sales                                       89,444              360,312
    Customer deposits                                                         45,163               33,267
                                                                          -----------         -----------
 Total current liabilities                                                 1,637,284            1,971,795
                                                                          -----------         -----------

 Capital lease obligations, less current portion                             419,985              435,702
                                                                         ===========          ===========

 Shareholders' equity:
    Preferred stock, $.10 par value; 1,000,000 shares
       authorized; none outstanding                                                -                    -
    Common stock, $.001 par value; 10,000,000 shares
       authorized; 2,340,770 in 1996 and 1,903,588
       in 1995 shares issued and outstanding                                   2,341                1,904
    Additional paid-in capital                                             6,886,624            5,882,837
    Deficit                                                               (1,949,985)          (2,085,058)
                                                                          -----------         -----------
                                                                           4,938,980            3,799,683
    Less cost of treasury stock: 11,824 shares                               (30,657)             (30,657)
                                                                          -----------         -----------
    Total shareholders' equity                                             4,908,323            3,769,026
                                                                          -----------         -----------

 Total liabilities and shareholders' equity                              $ 6,965,592          $ 6,176,523
                                                                         ===========          ===========
</TABLE>


See accompanying summary of accounting policies and notes to financial
statements.



                                       2

<PAGE>   3

                        MED/WASTE, INC. 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>
Revenues                                        $ 4,024,289      $ 3,627,773          $ 12,691,595      $ 10,214,899

Costs and expenses:
   Operating costs                                2,945,416        2,677,634             9,284,837         7,537,047
   Administrative and selling
     expenses                                     1,105,427          915,604             3,287,233         2,797,915

   Amortization of intangibles                       10,695           40,317                32,084           117,119
                                                -----------      -----------          ------------      ------------
     Total                                        4,061,538        3,633,555            12,604,154        10,452,081
                                                -----------      -----------          ------------      ------------

Operating profit (loss)                             (37,249)          (5,782)               87,441          (237,182)

Interest (expense) income, net                      (12,061)          18,069                47,634            56,281
                                                -----------      -----------          ------------      ------------


Net income (loss)                               $   (49,310)     $    12,287          $    135,075      $   (180,901)
                                                ===========      ===========          ============      ============

Net income (loss) per share                     $      (.02)     $       .01          $        .07      $       (.10)
                                                ===========      ===========          ============      ============


Weighted average shares outstanding
                                                  2,067,147        1,874,017             1,962,723         1,876,219
                                                ===========      ===========          ============      ============
</TABLE>

See accompanying summary of accounting policies and notes to financial
statements.



                                       3
<PAGE>   4

                        MED/WASTE, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                         Nine Months ended
                                                                                            September 30,
                                                                                    -------------------------
                                                                                       1996           1995
                                                                                    -------------------------
CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                                                <C>            <C>
Net income (loss)                                                                  $   135,075    $   (180,901)
Adjustments to reconcile net income (loss) to net cash used
   in operating activities, net of effects of
   acquisitions:
   Depreciation and amortization                                                       196,817         280,916
   Provision for doubtful notes and accounts receivable                                133,365         126,766
   Changes in operating assets and liabilities:
      Increase in accounts receivable                                                 (547,316)       (243,583)

      Increase in notes receivable from franchisees                                   (288,147)       (422,788)
      Increase in inventories                                                          (42,244)        (27,614)
      Increase in prepaid expenses                                                    (127,111)        (33,266)
      Increase in other assets                                                         (23,906)         (1,012)
      Increase in accounts payable and
        accrued liabilities                                                             46,257         200,422
      Decrease in deferred revenues on
        franchise sales                                                               (270,868)       (231,254)

      Increase in customer deposits                                                     11,896             100
                                                                                   -----------    ------------
Net cash used in operating activities                                                 (776,182)       (532,214)

CASH FLOWS FROM INVESTING ACTIVITIES
Sale of fixed income investments                                                        750,238        746,565
Purchases of operating and office equipment                                            (72,083)       (422,952)
Cash payment to acquire Broward Floor                                                        -        (120,000)
                                                                                   -----------    ------------
Net cash provided by investing activities                                              678,155         203,613
</TABLE>



                                       4
<PAGE>   5

                        MED/WASTE, INC. AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                 Nine Months ended
                                                                                   September 30,
                                                                           -----------------------------
                                                                              1996                1995
                                                                           -----------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
<S>                                                                       <C>               <C>
Issuance of common stock for cash                                         $  716,221        $          -
Repayment to (proceeds from) line of credit and notes                       (119,599)            200,000
Payments of installment notes and capital lease
obligations                                                                  (84,045)                  -
Proceeds from equipment lease obligations                                     66,131             111,302
Issuance of common stock for services                                              -              68,749
Repayment of loan to director                                                      -             250,000

Purchase of treasury stock                                                         -             (30,657)
                                                                          ----------        ------------
Net cash provided by financing activities                                    578,708             599,394
                                                                          ----------        ------------

Increase in cash and cash equivalents                                        480,681             270,793
Cash and cash equivalents at beginning of year                               120,917             145,023
                                                                          ----------        ------------

Cash and cash equivalents at end of period                                $  601,598        $    415,816
                                                                          ==========        ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for interest                                  $   54,192        $     19,363
                                                                          ==========        ============

Issuance of common stock for notes receivable                             $  288,003                   -
                                                                          ==========        ============
Promissory notes issued for the acq. of Broward Floor                              -        $     70,000
                                                                          ==========        ============

Capital lease obligations incurred for trucks                                      -        $    196,150
                                                                          ==========        ============
</TABLE>


See accompanying summary of accounting policies and notes to financial
statements




                                       5
<PAGE>   6

                        MED/WASTE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1996

                                  (UNAUDITED)

1. INTERIM FINANCIAL STATEMENTS

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.

Med/Waste, Inc. (the "Company") provides medical waste management and
commercial cleaning services through its wholly owned subsidiaries, Safety
Disposal System, Inc. ("SDS") and The Kover Group, Inc. ("Kover").

Operating results for the three-month period ended September 30, 1996 are not
necessarily indicative of the results that may be expected for the full year
ending December 31, 1996.  The significant accounting principles are the same
as those used to prepare the annual audited financial statements.  For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Company's annual report on Form 10-KSB for the year
ended December 31, 1995.

2.  ACCOUNTING POLICIES

Fixed Income Investments. All of the Company's fixed income investments are
debt securities available for sale.  Investments in debt securities are stated
at cost, which approximates fair value.

Notes Receivable from Franchisees.  The notes from Kover's franchisees bear
interest at 1% per month, generally from the time Kover provides the franchisee
with commercial cleaning accounts for servicing.  Principal and interest
payments are generally deducted from the monthly amounts Kover owes the
franchisee for providing cleaning services.  Each franchise agreement is
subject to termination for nonpayment of the franchise note.  The notes are
personally guaranteed by the individuals who own the franchise and have terms
of two years or less.

Deferred Revenue on Franchise Sales.  Revenues from commercial cleaning are
recognized as services are performed and supplies are provided.  Revenues from
the sale of franchises are recognized after the Company has completed the
requirements of the agreement.  The portion of the franchise sale fees related
to providing new commercial cleaning accounts to the franchisees is included in
the balance sheet as deferred revenue until the requirements of the agreement
have been fulfilled.




                                       6
<PAGE>   7



The gross amounts billed by Kover for commercial cleaning services are included
in revenues and the gross amounts due franchisees for providing the cleaning
services (100% of such revenues less royalties and management fees of 10% to
15%) are included in operating costs.

Revenue from On-Site Equipment Sales.  Revenues from sales of on-site autoclave
equipment to large quantity generators are recognized upon installation for
those sales that qualify as sales-type capital leases  as defined by Statement
of Financial Standards No. 13 "Accounting for Leases".  Revenues from operating
leases are recognized over their lease term.

3.  NOTES PAYABLE

Notes payable consist of the following at September 30:

<TABLE>
<CAPTION>

                                                            1996
                                                          --------
                 <S>                                      <C>
                 Note payable - Broward Floor             $ 35,000
                 Line of credit                                  -
                 Total                                    --------
                                                          $ 35,000
                                                          ========
</TABLE>

In September 1995, the Company entered into an agreement with a bank, whereby
the Company can borrow up to $400,000 under a revolving line of credit.  In
July 1996, the Company's agreement with the bank was amended, increasing the
revolving line of credit limit from $400,000 to $1,000,000. Interest is payable
monthly with principal payable upon demand.  The interest rate on the line of
credit is prime plus 1%.  Substantially all of the Company's assets have been
collateralized for the loan.

The notes payable - Broward Floor consist of two unsecured notes of $35,000
each which bear interest at 11 percent per annum and mature on July  1, 1996
and January 1, 1997, respectively.  The note due July 1, 1996 was paid.

4.  LEASES

In June 1996, the Company entered into an agreement with a leasing company,
whereby the Company can finance equipment under a sale/leaseback arrangement
for the purposes of financing its equipment.  The terms of the agreement
provide for a 60 month lease term and an interest rate equal to market at the
time of financing.  Through September 30, 1996, the Company has sold and
leased-back equipment aggregating $66,131 at an interest rate of 9.5%.

5.  STOCK OPTIONS

In April 1996 the Company granted options to two of its employees under the
1996 Employee Stock Option Plan (the "1996 Plan") to purchase an aggregate of
200,000 shares of common stock.  The exercise price of the options is at the
date of grant fair market value of the underlying common stock of $2.25.  The
options vest 25% at the end of six months following grant and an additional 25
% on each anniversary date of the grant date thereafter.




                                       7

<PAGE>   8



6.  NET INCOME (LOSS) PER COMMON SHARE

Net income (loss) per common share is computed based on the weighted average
number of common and dilutive common equivalent shares outstanding during the
periods presented.  The effect of dilutive stock options and warrants (common
stock equivalents) has been included in the computation for the periods
presented.

7.  SALE OF KOVER'S PITTSBURGH FRANCHISE

On April 1, 1996, the Company assigned Kover's Pittsburgh master franchise and
sold certain notes receivables from franchises, accounts receivable, inventory,
and operating and office equipment related to Kover's Pittsburgh franchise to a
third party for a purchase price of $270,000.  The $270,000 sales price
consisted of $135,000 in cash at closing and the issuance of a $135,000
promissory note from the purchaser.  The note earns interest at a rate of
7.415%.

8.  EXERCISE OF WARRANTS

On July 16, 1996, the Securities and Exchange Commission declared effective the
Company's registration statement covering 308,139 shares underlying certain of
the Company's private placement warrants.  The registration statement also
covers an additional 171,000 shares of common stock underlying other options
and warrants.  Each private placement warrant is exercisable into one share of
the Company's common stock at $2.40.  The Company had private placement
warrants to purchase 428,143 shares outstanding until August 31, 1996.  
Warrants to purchase an aggregate of 298,426 shares of common stock were 
exercised prior to August 31, 1996 for aggregate cash proceeds of $716,221. 
Warrants to purchase 120,004 shares of common stock, not included in the 
registration statement, were exercised by three directors through the issuance 
of promissory notes aggregating $288,003.  The promissory notes are payable 
$10,000 in principal plus accrued interest on March 31, of each year for a 
period of five years, with the remaining principal balance together with 
accrued interest payable at the end of five years.

9.  SUBSEQUENT EVENT - ACQUISITION OF ASSETS

On October 15, 1996, the Company purchased certain assets of Chambers Medical
Technologies of South Carolina, Inc., a South Carolina corporation
("Chambers").  The assets purchased consisted primarily of real estate and
improvements comprising a waste incineration facility, together with all of the
equipment, vehicles, machinery, supplies and inventory associated with such
incinerator facility (the "Facility").  Chambers operated the Facility as a
waste disposal incinerator facility for solid, medical and special waste prior
to the closing.  The Company intends to operate the Facility in a similar
matter.  The purchase price for the Facility amounted to $3.8 million, subject
to a $180,000 contingent liability, payable $1 million in cash at closing and
the issuance of a $2.62 million four (4) year non-interest bearing promissory
note.  The Company received certain credits against the cash portion of the
purchase price for repairs, taxes and similar items.  The consideration paid by
the Company for the Facility was determined in arms-length negotiations
between representatives of the Company and Chambers.  The cash portion of the
purchase price was paid out of cash on hand and available borrowings under the
Company's working capital line of credit.




                                       8

<PAGE>   9



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

THREE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED WITH SEPTEMBER 30, 1995

REVENUES.  Revenues for the three months ended September 30, 1996 amounted to
$4,024,289 as compared to $3,627,773 for the comparable period in 1995.
Kover's revenues were $3,175,170 in 1996, as compared to only $2,957,500 in
1995, for a 7.4% increase.  Kover's increase in revenues was due to higher
sales volume, notwithstanding the sale of Kover's Pittsburgh franchise.
Revenues for SDS in the three months ended September 30, 1996 totaled $849,119
in 1996, a 26.7% increase over 1995 revenues of $670,273.  The higher SDS
revenues are attributable to on-site autoclave equipment sales.

OPERATING COSTS.  Consolidated operating costs as a percent of revenue
decreased to 73.1% in the three months ended September 30, 1996 from 73.8% in
1995.  Operating costs for SDS increased to 74.3% as a percent of revenue in
1996 from 68.8% in 1995 due to higher disposal costs.  Kover operating costs
improved to 72.9% in 1996 from 74.4% in 1995.

ADMINISTRATIVE AND SELLING EXPENSES.  Administrative and selling expenses as a
percentage of revenue increased to 27.5% in 1996 from 25.2% in 1995 primarily
due to internally generated expenses related to the Chambers acquisition and
both direct and indirect expenses related to other failed acquisitions.

AMORTIZATION OF INTANGIBLES.  Amortization of intangibles decreased $29,622 to
$10,695 in 1996 from $40,317 in 1995 primarily due to the impairment loss
recorded in the fourth quarter of 1995.

OPERATING PROFIT (LOSS).  The Company recorded an operating loss of $(37,249)
in 1996 as compared to an operating loss of $(5,782) in 1995.  The decrease was
primarily due to higher selling and administrative expenses.

INTEREST (EXPENSE) INCOME, NET.  Interest income, net of interest expense
decreased $30,130 to $(12,061) in 1996 from $18,069 in 1995.  The decrease was
due to higher interest expense on the line of credit and lower average
short-term investments.

NET INCOME (LOSS).   The Company had a net loss of $(49,310) in 1996 as
compared to a net income of $12,287 in 1995.  The decrease in net income was
primarily due to acquisition related expenses and higher net interest expense
related to the line of credit.




                                       9

<PAGE>   10



NINE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED WITH SEPTEMBER 30, 1995

REVENUES.  Revenues for the nine months ended September 30, 1996 amounted to
$12,691,593 as compared to $10,214,899 for the comparable period in 1995.
Kover's revenues were $9,707,980 in 1996, as compared to only $8,196,880 in
1995, for a 18.4% increase.  Kover's increase in revenues was due to higher
sales volume, notwithstanding the sale of Kover's Pittsburgh franchise.
Revenues for SDS totaled $2,983,613 in 1996, a 47.8% increase over 1995
revenues of $2,018,019.  The higher SDS revenues are attributable to on-site
autoclave equipment sales.

OPERATING COSTS.  Consolidated operating costs as a percent of revenue
decreased slightly to 73.2% in the nine months ended September 30, 1996 from
73.8% in 1995.  Operating costs for SDS decreased to 69.9% as a percent of
revenue in 1996 from 71.3% in 1995 due to higher margins on on-site autoclave
equipment sales and overall cost reduction efforts taken by the Company during
1996.  Kover operating costs decreased slightly to 74.1% in 1996 from 74.4% in
1995.

ADMINISTRATIVE AND SELLING EXPENSES.  Administrative and selling expenses as a
percentage of revenue decreased to 25.9% in 1996 from 27.4% in 1995 as a result
of cost reduction efforts taken in 1996.

AMORTIZATION OF INTANGIBLES.  Amortization of intangibles decreased $85,035 to
$32,084 in 1996 from $117,119 in 1995 primarily due to the impairment loss
recorded in the fourth quarter of 1995.

OPERATING PROFIT (LOSS).  The Company recorded an operating profit of $87,441
in 1996 as compared to an operating loss of $(237,182) in 1995.  The
significant improvement in operating earnings was primarily due to the on-site
equipment sales of SDS which have higher margins and the increased sales volume
of Kover.

INTEREST INCOME, NET.  Interest income, net of interest expense decreased
$8,647 to $47,634 in 1996 from $56,281 in 1995.  The decrease was due to
higher interest expense on the line of credit and lower average short-term
investments.

NET INCOME (LOSS).   The Company had net income of $135,075 in 1996 as compared
to a net (loss) of $(180,901) in 1995.  The significant improvement in net
income was primarily due to the on-site equipment sales of SDS which have
higher margins, increased sales volume of Kover and SDS' reduced administrative
expenses as a percentage of revenues.

LIQUIDITY AND CAPITAL RESOURCES

The Company's working capital at September 30, 1996 amounted to $2,127,615.
The Company's sources of cash during 1996 has primarily been the proceeds from
the exercise of warrants into common stock and the sale of short-term
investments.  During the nine months ended September 30, 1996, cash increased
by $480,681 to $601,598.  Operating activities used $776,182 of cash,
principally due to the increase in SDS' accounts receivables related to on-site
equipment sales, Kover's increased notes receivables from franchisees and a
decrease in Kover's deferred revenue on franchise sales, offset partially by
net income of $135,073, net of depreciation and provision for doubtful
accounts.  The cash generated by net income was primarily due to the sale by
SDS of on-site equipment and related assignment of notes to a leasing company.
Investing activities provided $678,155 principally due to the sale of
short-term investments.  Financing activities provided $578,708 of cash,
principally due to the proceeds from the exercise of warrants into common
stock.




                                       10

<PAGE>   11



In September 1995, the Company entered into an agreement with a bank, whereby
the Company can borrow up to $400,000 under a revolving line of credit.  In
July 1996, the Company's line of credit with a bank was increased by $600,000
to $1,000,000.  Other terms and conditions of the loan remained unchanged. At
September 30, 1996, the Company had no borrowings under the line.
Substantially all of the Company's assets have been collateralized by the loan.

During the first quarter of 1996, the Company entered into an agreement with a
leasing company, whereby the Company assigned with recourse two of the four
on-site equipment leases it obtained.  The terms of the agreement call for a
rate of prime plus two percent and the collateralizing of certain on-site
equipment.  The Company received $290,483, under this arrangement.

On April 1, 1996, the Company assigned Kover's Pittsburgh master franchise and
sold certain notes receivables from franchises, accounts receivable, inventory,
and operating and office equipment related to Kover's Pittsburgh franchise to a
third party for a purchase price of $270,000.  The $270,000 sales price
consisted of $135,000 in cash at closing and the issuance of a $135,000
promissory note from the purchaser.  The note earns interest at a rate of
7.415% per annum.  Interest and principal payments of $1,710 is payable monthly
from May 1, 1997 to April 30, 2001, with a final payment of $94,872 due on May
1, 2001.  Interest in the amount of $4,050 was prepaid at closing.  The note is
collateralized by the assets sold.

In June 1996, the Company entered into an agreement with a leasing company,
whereby the Company can finance equipment under a sale/leaseback arrangement
for the purposes of financing its equipment.  The terms of the agreement
provide for a 60 month lease term and an interest rate equal to market at the
time of financing.  Through September 30, 1996, the Company has sold and
leased-back equipment aggregating $66,131 at an interest rate of 9.5%.

On July 16, 1996, the Securities and Exchange Commission declared effective the
Company's registration statement covering 308,139 shares underlying certain of
the Company's private placement warrants.   The registration statement also
covers an additional 171,000 shares of common stock underlying other options
and warrants.  Each private placement warrant is exercisable into one share of
the Company's common stock at $2.40.  The Company had private placement
warrants to purchase 428,143 shares outstanding until August 31, 1996. Warrants
to purchase an aggregate of 298,426 shares of common stock were exercised prior
to August 31, 1996 for aggregate cash proceeds of $716,221.  Warrants to
purchase 120,004 shares of common stock, not included in the registration
statement, were exercised by three directors through the issuance of promissory
notes aggregating $288,003.  The promissory notes are payable $10,000 in
principal plus accrued interest on March 31, of each year for a period of five
years, with the remaining principal balance together with accrued interest
payable at the end of five years.

On October 15, 1996, the Company purchased certain assets of Chambers Medical
Technologies of South Carolina, Inc., a South Carolina corporation
("Chambers").  The assets purchased consisted primarily of real estate and
improvements comprising a waste incineration facility, together with all of the
equipment, vehicles, machinery, supplies and inventory associated with such
incinerator facility (the "Facility").  Chambers operated the Facility as a
waste disposal incinerator facility for solid, medical and special waste prior
to the closing.  The Company intends to operate the Facility in a similar
matter.  The purchase price for the Facility amounted to $3.8 million, subject
to a $180,000 contingent liability, payable $1 million in cash at closing and
the issuance of a $2.62 million four (4) year non- interest bearing promissory
note.  The Company received certain credits against the cash portion of the
purchase price for repairs, taxes and similar items.  The consideration paid by
the Company for the Facility was determined




                                       11

<PAGE>   12



in arms-length negotiations between representatives of the Company and
Chambers.  The cash portion of the purchase price was paid out of cash on hand
and available borrowings under the Company's working capital line of credit.

NEW FASB PRONOUNCEMENTS.  The Company does not presently intend to adopt in
1996 the fair value based method as encouraged by Statement of Financial
Accounting Standards (FAS) No. 123, Accounting for Stock Based Compensation.
Accordingly, there will be no effect to the financial statements.


PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company is not involved in any litigation that would give rise to material
liability against the Company or its subsidiaries.

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

(a) Exhibits.

    Exhibit 11 - Statement re: computation of earnings (loss) per share

    Exhibit 27 - Financial Statement Schedule

(b) Reports on Form 8-K.

    The Company did not file a Form 8-K during the three months ended September
    30, 1996.




                                       12

<PAGE>   13



                                   SIGNATURES


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

                                                   Med/Waste, Inc.


Date:       November 12, 1996                  /s/ Daniel A. Stauber
            -----------------                 ------------------------------
                                                Daniel A. Stauber, President
                                                 and Chief Executive Officer


Date:       November 12, 1996                  /s/ Michael D. Elkin
            -----------------                 ------------------------------
                                                Michael D. Elkin, Vice
                                                 President and Chief 
                                                  Financial Officer





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