SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under The Securities Act of 1933

                     Micro Bio-Medical Waste Systems, Inc.
                     -------------------------------------

         Nevada                                               33-0677140
         ------                                               ----------
(State or other jurisdiction of                           (IRS Employer
 incorporation or organization)                           Identification Number)

             5440 West Sahara Blvd., Suite 206, Las Vegas, NV 89146
             ------------------------------------------------------
               (Address of principal executive offices)(Zip Code)

                     Consulting Agreement with Peter Respond
                  Consulting Agreement with Dr. Lawrence Madoff
                      Consulting Agreement with Scott Ervin
                     Consulting Agreement with Jeffrey Loth
                     Consulting Agreement with Vincent Heser
                     Consulting Agreement with David Rogers
                    Consulting Agreement with Donald Dickson
                   Consulting Agreement with Dr. Rupert Perrin
                      Consulting Agreement with David Herr
                   Consulting Agreement with John Bonaventura
                     Consulting Agreement with Antal Markus
                          2004 Stock Compensation Plan
                              (Full Title of Plan)

                            Steven Cummins, President
                      Micro Bio-Medical Waste Systems, Inc.
                        5440 West Sahara Blvd. Suite 206
                               Las Vegas NV 89146
                                 (702) 227-5110
           (Name, address and telephone number of agent for service.)
                                 with copies to:
                                Claudia J. Zaman
                                 Attorney At Law
                          20700 Ventura Blvd. Suite 227
                        Woodland Hills, California 91364

                       CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Title of        Proposed       Proposed        Amount of       Registration
Securities to   Maximum        Maximum         Offering Price  Fee
be Registered   Offering       Aggregate
                Amount to be   Price Per Unit
                Registered(1)
--------------------------------------------------------------------------------
Common Stock,   13,975,000     $.11            $1,512,500      $191.64
par value
$.001
--------------------------------------------------------------------------------
(1) This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(h) under the
Securities Act and is calculated on the basis of the closing bid price per
share of the Registrant's common stock on June 14, 2004 as reported by the OTC
Electronic Bulletin Board.

<PAGE>
                                   PROSPECTUS

                     MICRO BIO-MEDICAL WASTE SYSTEMS, INC.
                        5440 West Sahara Blvd. Suite 206
                              Las Vegas, NV 89146
                                 (702) 227-5110

                      (13,975,000 Shares of Common Stock)

This  Prospectus  relates  to the  offer  and  sale by Micro  Bio-Medical  Waste
Systems,  Inc., a Nevada corporation (the "Company" or "MBWS"), of shares of its
$.001  par  value per  share  common  stock  (the  "Common  Stock")  to  certain
consultants,  advisors,  officers  and  directors  (collectively  referred to as
"Consultants")  pursuant  to  agreements  by and  between  the  Company and each
consultants as well as pursuant to the Company's 2004 Stock  Compensation  Plan.
The  Company  is  registering  hereunder  and then  issuing  to the  Consultants
13,975,000  shares of Common Stock in consideration for services to be performed
and for services already performed with the Consultants.

The  Common  Stock  is  not  subject  to  any  restriction  on  transferability.
Recipients  of shares  other than  persons who are  "affiliates"  of the Company
within the  meaning of the  Securities  Act of 1933 (the  "Act") may sell all or
part of the shares in any way  permitted  by law,  including  sales in the over-
the-counter  market at prices  prevailing at the time of such sale. An affiliate
is any director,  executive officer or controlling shareholder of the Company or
any of its  subsidiaries.  An  "affiliate"  of the Company is subject to Section
16(b) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act").
If an  Employee  who is not now an  "affiliate"  becomes an  "affiliate"  of the
Company in the future, he would then be subject to Section 16(b) of the Exchange
Act. (See "General Information - Restrictions on Resales").

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is June 15, 2004.

This  Prospectus is part of a Registration  Statement which was filed and became
effective under the Securities Act of 1933, as amended (the  "Securities  Act"),
and  does not  contain  all of the  information  set  forth in the  Registration
Statement, certain portions of which have been omitted pursuant to the rules and
regulations  promulgated  by the U.S.  Securities and Exchange  Commission  (the
"Commission")  under the Securities Act. The statements in this Prospectus as to
the contents of any contracts or other  documents  filed as an exhibit to either
the  Registration  Statement or other filings by the Company with the Commission
are qualified in their entirety by the reference thereto.

A copy of any  document  or  part  thereof  incorporated  by  reference  in this
Prospectus  but not  delivered  herewith will be furnished  without  charge upon
written or oral  request.  Requests  should be addressed  to: Micro  Bio-Medical
Waste Systems, Inc., Attn: Stephen D. Cummins, 5440 West Sahara Blvd. Suite 206,
Las Vegas, NV 89146, (702) 227-5110.

The Company is subject to the reporting  requirements of the Exchange Act and in
accordance therewith files reports and other information with the

<PAGE>

Commission.  These  reports,  as  well  as  the  proxy  statements,  information
statements and other information filed by the Company under the Exchange Act may
be  inspected  and copied at the public  reference  facility  maintained  by the
Commission at 450 Fifth Street,  N.W.,  Washington,  D.C.  20549.  Copies may be
obtained at the  prescribed  rates.  The Company's  stock is traded on the over-
the-counter  market and is currently  reported by the National  Quotation Bureau
Electronic Bulletin Board.

No  person  has  been  authorized  to  give  any  information  or  to  make  any
representation,  other than those  contained in this Prospectus and, if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company.  This prospectus does not constitute an offer or
a solicitation by anyone to any person in any state,  territory or possession of
the United States in which such offer or  solicitation  is not authorized by the
laws  thereof,  or to any  person to whom it is  unlawful  to make such offer or
solicitation.

Neither the delivery of this Prospectus or any sale made hereunder shall,  under
any circumstances, create an implication that there has not been a change in the
affairs of the Company since the date hereof.

<PAGE>

                               TABLE OF CONTENTS

Information Required in the Section 10(a) Prospectus                          5
Item 1. Plan Information                                                      5
        General Information                                                   5
        The Company                                                           5
        Purposes                                                              5
        Common Stock                                                          5
        The Consultants                                                       5
        No Restrictions on Transfer                                           5
        Tax Treatment to the Consultants                                      6
        Tax Treatment to the Company                                          6
        Restrictions on Resale                                                6
        Documents Incorporated by Reference and Additional Information        6
Item 2. Registrant Information and Employee Plan
        Annual Information                                                    6
        Legal Opinion and Experts                                             7
        Indemnification of Officers and Directors                             7
        Information Required in the Registration Statement                    7
Item 3. Incorporation of Documents by Reference                               7
Item 4. Description of Securities                                             8
Item 5. Interests of Named Experts and Counsel                                8
Item 6. Indemnification of Directors and Officers                             8
Item 7. Exemption from Registration Claimed                                   8
Item 8. Exhibits                                                              9
Item 9. Undertakings                                                          9
Signatures                                                                    10
Exhibit Index                                                                 12

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

GENERAL INFORMATION

The Company

The Company has its principal  executive offices at 5440 West Sahara Blvd. Suite
206, Las Vegas, NV 89146, where its telephone number is (702) 227-5110.

Purposes

The Company is issuing  shares of its common  stock to certain  consultants  and
advisors  under certain  consulting  agreements  entered into by and between the
Company and each  consultant  as well as to  officers,  directors,  advisors and
consultants  for their  services to the Company under the  Company's  2004 Stock
Compensation Plan (the "Plan").

Common Stock

The Board of Directors has authorized the issuance of up to 13,975,000 shares of
Common Stock to the  Consultants  and upon  effectiveness  of this  Registration
Statement.

The Consultants

The Consultants have agreed to provide their expertise and advice to the Company
for the purposes set forth in their agreements and under the Plan.

No Restrictions on Transfer

The  Consultants  will become the record and beneficial  owners of the shares of
Common Stock upon issuance and delivery and are entitled to all of the rights of
ownership,  including  the  right  to vote any  shares  awarded  and to  receive
ordinary cash dividends on the Common Stock.

Tax Treatment to the Consultants

The Common Stock is not qualified  under Section 401(a) of the Internal  Revenue
Code.  The  Consultants,  therefore,  will be required  for  federal  income tax
purposes to recognize ordinary income during the taxable year in which the first
of the following events occur: (a) the shares become freely transferable, or (b)
the shares cease to be subject to a substantial risk of forfeiture. Accordingly,
absent a specific  contractual  provision to the contrary,  the Consultants will
receive compensation taxable at ordinary rates equal to the fair market value of
the shares on the date of receipt  since  there will be no  substantial  risk of
forfeiture  or other  restrictions  on transfer.  The  Consultants  are urged to
consult their own tax advisors on this matter.  Further,  if any recipient is an
"affiliate", Section 16(b) of the Exchange Act is applicable and will affect the
issue of taxation.

<PAGE>

Tax Treatment to the Company

The amount of income  recognized by any recipient  hereunder in accordance  with
the  foregoing  discussion  will be an expense  deductible  by the  Company  for
federal  income tax purposes in the taxable year of the Company during which the
recipient recognizes income.

Restrictions on Resale

In the event that an  affiliate of the Company  acquires  shares of Common Stock
hereunder,  the affiliate  will be subject to Section 16(b) of the Exchange Act.
Further,  in the event that any affiliate  acquiring  shares  hereunder  sold or
sells any shares of Common Stock in the six months  preceding  or following  the
receipt of shares  hereunder,  any so called "profit," as computed under Section
16(b) of the Exchange Act,  would be required to be disgorged from the recipient
to the Company.  Services  rendered have been recognized as valid  consideration
for the "purchase" of shares in connection with the "profit"  computation  under
Section  16(b) of the Exchange  Act. The Company has agreed that for the purpose
of any "profit" computation under 16(b), the price paid for the Company's common
stock issued hereunder to affiliates is equal to the value of services rendered.
Shares of the Company's  Common Stock  acquired  hereunder by persons other than
affiliates are not subject to Section 16(b) of the Exchange Act.

                      DOCUMENTS INCORPORATED BY REFERENCE
                                      AND
                             ADDITIONAL INFORMATION

The Company  hereby  incorporates  by reference (1) its Form 10-KSB for the year
ended  December 31, 2003,  filed  pursuant to the Exchange  Act; (2) any and all
Quarterly  Reports  and  Current  Reports  on Form 10-Q (or 10-QSB or 8-K) filed
under the  Securities  Exchange Act  subsequent  to the filing of the  Company's
Annual  Report on Form 10-K (or 10-KSB) for the fiscal year ended  December  31,
2003,  as well as all other  reports filed under Section 13 of the Exchange Act,
and (iii) its annual report, if any, to shareholders  delivered pursuant to Rule
14a-3 of the  Exchange  Act. In  addition,  all further  documents  filed by the
Company  pursuant  to  Section  13,  14, or 15(d) of the  Exchange  Act prior to
termination  of this Offering are deemed to be  incorporated  by reference  into
this  Prospectus  and to be a part  hereof  from  the  date of the  filing.  All
documents which when together constitute this Prospectus,  will be sent or given
to  participants  by the  Registrant  as  specified  by  Rule  428(b)(1)  of the
Securities Act.

Item 2.  Registrant Information and Employee Plan Annual Information

A copy of any  document  or  part  thereof  incorporated  by  reference  in this
Registration  Statement but not delivered  with this  Prospectus or any document
required to be delivered  pursuant to Rule 428(b) under the  Securities Act will
be furnished  without  charge upon written or oral request.  Requests  should be
addressed to: Micro  Bio-Medical  Waste Systems,  Inc.,  45440 West Sahara Blvd.
Suite 206, Las Vegas, NV 89146, (702) 227-5110.

Legal Opinion and Experts

Other  than as set  forth  below,  no named  expert  or  counsel  was hired on a
contingent basis, will receive a direct or indirect interest in the small

<PAGE>

business  issuer,  or was a promoter,  underwriter,  voting  trustee,  director,
officer or employee of the Registrant.

The financial statements of Micro Bio-Medical Waste Systems,  Inc.  incorporated
by reference in this Prospectus for the fiscal year ended December 31, 2003 have
been audited by Malone & Bailey,  PLLC,  certified  public  accountants,  as set
forth in their report  incorporated  herein by reference,  and are  incorporated
herein in reliance  upon such report  given upon the  authority  of said firm as
experts in auditing and accounting.

Indemnification of Officers and Directors

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be  permitted  to  directors,  officers,  or  persons  controlling  the
Company,  the Company has been informed  that in the opinion of the  Commission,
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such liabilities  (other than payment by registrant of expenses incurred
or paid by a  director,  officer  or  controlling  person of  registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person on connection with the securities being
registered,  registrant  will,  unless in the opinion of its counsel that matter
has been  settled  by  controlling  precedent,  submit  to a court of  competent
jurisdiction  the question of whether  such  indemnification  is against  public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                    PART II

                            INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

Registrant  hereby  states that (i) all  documents set forth in (a) through (c),
below, are incorporated by reference in this  registration  statement,  and (ii)
all documents subsequently filed by registrant pursuant to Section 13(a), 13(c),
14 and 15(d) of the  Securities  Exchange Act of 1934, as amended,  prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which de-registers all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration  statement and to
be a part hereof from the date of filing of such documents.

(a) Registrant's latest Annual Report, whether filed pursuant to Section 13(a)or
15(d) of the Exchange Act;

(b) All other reports  filed  pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the annual report referred to in
(a) above; and

(c) The latest  prospectus  filed  pursuant to Rule 424(b) under the  Securities
Act.

Item 4.  Description of Securities

<PAGE>

No  description  of the class of  securities  (i.e.,  the $.001 par value common
stock) is required under this item because the Common Stock is registered  under
Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel

Ms.  Zaman  currently  owns shares of the  Company's  common  stock and is being
issued 500,000 shares of the stock which are being  registered  hereunder  under
the Plan.

Item 6.  Indemnification of Directors and Officers

The Company  shall  indemnify  to the fullest  extent  permitted  by, and in the
manner  permissible  under the laws of the State of Nevada,  any person made, or
threatened  to be made, a party to an action or  proceeding,  whether  criminal,
civil, administrative or investigative,  by reason of the fact that he is or was
a  director  or  officer  of the  Company,  or served  any other  enterprise  as
director,  officer  or  employee  at the  request of the  Company.  The Board of
Directors,  in its discretion,  shall have the power on behalf of the Company to
indemnify  any person,  other than a director  or  officer,  made a party to any
action,  suit or  proceeding  by  reason  of the fact  that  he/she is or was an
employee of the Company.

Pursuant to the Company's bylaws, the Company shall have the right to indemnify,
to  purchase  indemnity  insurance  for,  and to pay and  advance  expenses  to,
Directors, Officers and other persons who are eligible for, or entitled to, such
indemnification,  payments or advances,  in  accordance  with and subject to the
provisions of Nevada Corporation Law and any amendments  thereto,  to the extent
such indemnification, payments or advances are either expressly required by such
provisions  or are  expressly  authorized  by the Board of Directors  within the
scope of such  provisions.  The right of the Company to  indemnify  such persons
shall include, but not be limited to, the authority of the Company to enter into
written agreements for indemnification with such persons.

Subject to the provisions of Nevada Revised Statutes and any amendments thereto,
a Director  of the  Corporation  shall not be liable to the  Corporation  or its
shareholders  for  monetary  damages for an act or  omission  in the  Director's
capacity as a Director,  except that this  provision does not eliminate or limit
the liability of a Director to the extent the Director is found liable for:

1) a  breach  of the  Director's  duty  of  loyalty  to the  Corporation  or its
shareholders;
2) an act or omission not in good faith that constitutes a breach of duty of the
Director to the  Corporation  or an act or omission  that  involves  intentional
misconduct or a knowing violation of the law;
3) A transaction from which the Director received an improper  benefit,  whether
or not the  benefit  resulted  from an  action  taken  within  the  scope of the
Director's office; or
4) an act or  omission  for which  the  liability  of a  Director  is  expressly
provided by an applicable statute.

Item 7.  Exemption from Registration Claimed

      Not Applicable.

<PAGE>

Item 8.  Exhibits

(a) The  following  exhibits  are filed as part of this  registration  statement
pursuant to Item 601 of Regulation S-B and are specifically  incorporated herein
by this reference:

Exhibit No.                Title

5                          Opinion of Claudia J. Zaman regarding the legality of
                           the securities registered.
10.9                       2004 Stock Compensation Plan
10.10                      Consulting Agreement with Pete Respond
10.11                      Consulting Agreement with Dr. Lawrence Madoff
10.12                      Consulting Agreement with Scott Ervin
10.13                      Consulting Agreement with Jeffrey Loth
10.14                      Consulting Agreement with Vincent Heser
10.15                      Consulting Agreement with David Rogers
10.16                      Consulting Agreement with Donald Dickson
10.17                      Consulting Agreement with Dr. Rupert Perrin
10.18                      Consulting Agreement with David Herr
10.19                      Consulting Agreement with John Bonaventura
10.20                      Consulting Agreement with Antal Markus
23.1                       Consent  of  Claudia   J.   Zaman,   counsel  to  the
                           registrant, to the use of her opinion with respect to
                           the  legality  of  the  securities  being  registered
                           hereby and to the  references to her in the Prospects
                           filed as part hereof.
23.2                       Consent of Malone-Bailey,  PLLC, independent auditors
                           of the registrant

Item 9.  Undertakings

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions  otherwise,  the registrant has
been advised that in the opinion of the Securities and Exchange Commission, such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

      Registrant hereby undertakes:

      (1) To file,  during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

      (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of the
Securities Act of 1933;

      (ii) To reflect in the  prospectus  any facts or events  arising after the
effective date of the Registration Statement (or the most recent post- effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in the Registration Statement;

<PAGE>

      (iii) To include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement;

            provided,  however,  paragraphs  (i) and (ii) shall not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  are  incorporated  by reference  from periodic  reports filed by the
registrant small business issuer under the Exchange Act.

      (2)  That,  for  the  purpose  of  determining  any  liability  under  the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

      (4) to  deliver  or cause to be  delivered  with the  prospectus,  to each
person to whom the  prospectus  is sent or given,  the latest  annual  report to
security  holders  that is  incorporated  by  reference  in the  prospectus  and
furnished  pursuant to and meeting the requirements of Rule 14a-3 or 14e-3 under
the  Securities  Exchange Act of 1934; and where interim  financial  information
required to be presented by Article 3 of Regulation  S-X is not set forth in the
prospectus,  to deliver,  or cause to be  delivered,  to each person to whom the
prospectus is sent or given,  the latest  quarterly  report that is specifically
incorporated  by reference in the  prospectus to provide such interim  financial
information.

Registrant  hereby  undertakes  that, for purposes of determining  any liability
under the Securities Act of 1933, each filing of the Registrant's  annual report
pursuant to Section  13(a) of the  Securities  Exchange Act of 1934 (and,  where
applicable,  each filing of an employee benefit's plan annual report pursuant to
Section 15(d) of the Securities  Exchange Act of 1934) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized in the City of Woodland Hills, California on June 14, 2004.

                                           Micro Bio-Medical Waste Systems, Inc.

                                           By: /s/ Stephen D. Cummins
                                               ---------------------------------
                                               Stephen D. Cummins, CEO

<PAGE>

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

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities
and on the dates stated:

June 14, 2004                                  /s/ Charles Smith
                                               ---------------------------------
                                               Charles Smith, Director

June 14, 2004                                  /s/ Steven Onoue
                                               ---------------------------------
                                               Steven Onoue, Director

June 14, 2004                                  /s/ Dr. Sadegh Salmassi
                                               ---------------------------------
                                               Dr. Sadegh Salmassi, Director

June 14, 2004                                  /s/ Dr. Shahram Khial
                                               ---------------------------------
                                               Dr. Shahram Khial, Director

June 14, 2004                                  /s/ Stephen D. Cummins
                                               ---------------------------------
                                               Stephen D. Cummins, Director

<PAGE>

                        FORM S-8 REGISTRATION STATEMENT

                                 EXHIBIT INDEX

      The following  exhibits are filed as part of this  registration  statement
pursuant to Item 601 of Regulation S-B and are specifically  incorporated herein
by this reference:

Exhibit
Number in
Registration
Statement               Description
---------               -----------


5.                      Opinion of Counsel
10.9                    2004 Stock Compensation Plan
10.10                   Consulting Agreement with Pete Respond
10.11                   Consulting Agreement with Dr. Lawrence Madoff
10.12                   Consulting Agreement with Scott Ervin
10.13                   Consulting Agreement with Jeffrey Loth
10.14                   Consulting Agreement with Vincent Heser
10.15                   Consulting Agreement with David Rogers
10.16                   Consulting Agreement with Donald Dickson
10.17                   Consulting Agreement with Dr. Rupert Perrin
10.18                   Consulting Agreement with David Herr
10.19                   Consulting Agreement with John Bonaventura
10.20                   Consulting Agreement with Antal Markus
23.21                   Consent of Claudia J. Zaman to Use of Opinion
23.22                   Consent of Malone-Bailey, PLLC
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SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under The Securities Act of 1933

                     Micro Bio-Medical Waste Systems, Inc.
                     -------------------------------------

         Nevada                                               33-0677140
         ------                                               ----------
(State or other jurisdiction of                           (IRS Employer
 incorporation or organization)                           Identification Number)

             5440 West Sahara Blvd., Suite 206, Las Vegas, NV 89146
             ------------------------------------------------------
               (Address of principal executive offices)(Zip Code)

                     Consulting Agreement with Peter Respond
                  Consulting Agreement with Dr. Lawrence Madoff
                      Consulting Agreement with Scott Ervin
                     Consulting Agreement with Jeffrey Loth
                     Consulting Agreement with Vincent Heser
                     Consulting Agreement with David Rogers
                    Consulting Agreement with Donald Dickson
                   Consulting Agreement with Dr. Rupert Perrin
                      Consulting Agreement with David Herr
                   Consulting Agreement with John Bonaventura
                     Consulting Agreement with Antal Markus
                          2004 Stock Compensation Plan
                              (Full Title of Plan)

                            Steven Cummins, President
                      Micro Bio-Medical Waste Systems, Inc.
                        5440 West Sahara Blvd. Suite 206
                               Las Vegas NV 89146
                                 (702) 227-5110
           (Name, address and telephone number of agent for service.)
                                 with copies to:
                                Claudia J. Zaman
                                 Attorney At Law
                          20700 Ventura Blvd. Suite 227
                        Woodland Hills, California 91364

                       CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Title of        Proposed       Proposed        Amount of       Registration
Securities to   Maximum        Maximum         Offering Price  Fee
be Registered   Offering       Aggregate
                Amount to be   Price Per Unit
                Registered(1)
--------------------------------------------------------------------------------
Common Stock,   13,975,000     $.11            $1,512,500      $191.64
par value
$.001
--------------------------------------------------------------------------------
(1) This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(h) under the
Securities Act and is calculated on the basis of the closing bid price per
share of the Registrant's common stock on June 14, 2004 as reported by the OTC
Electronic Bulletin Board.
PROSPECTUS

                     MICRO BIO-MEDICAL WASTE SYSTEMS, INC.
                        5440 West Sahara Blvd. Suite 206
                              Las Vegas, NV 89146
                                 (702) 227-5110

                      (13,975,000 Shares of Common Stock)

This  Prospectus  relates  to the  offer  and  sale by Micro  Bio-Medical  Waste
Systems,  Inc., a Nevada corporation (the "Company" or "MBWS"), of shares of its
$.001  par  value per  share  common  stock  (the  "Common  Stock")  to  certain
consultants,  advisors,  officers  and  directors  (collectively  referred to as
"Consultants")  pursuant  to  agreements  by and  between  the  Company and each
consultants as well as pursuant to the Company's 2004 Stock  Compensation  Plan.
The  Company  is  registering  hereunder  and then  issuing  to the  Consultants
13,975,000  shares of Common Stock in consideration for services to be performed
and for services already performed with the Consultants.

The  Common  Stock  is  not  subject  to  any  restriction  on  transferability.
Recipients  of shares  other than  persons who are  "affiliates"  of the Company
within the  meaning of the  Securities  Act of 1933 (the  "Act") may sell all or
part of the shares in any way  permitted  by law,  including  sales in the over-
the-counter  market at prices  prevailing at the time of such sale. An affiliate
is any director,  executive officer or controlling shareholder of the Company or
any of its  subsidiaries.  An  "affiliate"  of the Company is subject to Section
16(b) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act").
If an  Employee  who is not now an  "affiliate"  becomes an  "affiliate"  of the
Company in the future, he would then be subject to Section 16(b) of the Exchange
Act. (See "General Information - Restrictions on Resales").

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is June 15, 2004.

This  Prospectus is part of a Registration  Statement which was filed and became
effective under the Securities Act of 1933, as amended (the  "Securities  Act"),
and  does not  contain  all of the  information  set  forth in the  Registration
Statement, certain portions of which have been omitted pursuant to the rules and
regulations  promulgated  by the U.S.  Securities and Exchange  Commission  (the
"Commission")  under the Securities Act. The statements in this Prospectus as to
the contents of any contracts or other  documents  filed as an exhibit to either
the  Registration  Statement or other filings by the Company with the Commission
are qualified in their entirety by the reference thereto.

A copy of any  document  or  part  thereof  incorporated  by  reference  in this
Prospectus  but not  delivered  herewith will be furnished  without  charge upon
written or oral  request.  Requests  should be addressed  to: Micro  Bio-Medical
Waste Systems, Inc., Attn: Stephen D. Cummins, 5440 West Sahara Blvd. Suite 206,
Las Vegas, NV 89146, (702) 227-5110.

The Company is subject to the reporting  requirements of the Exchange Act and in
accordance therewith files reports and other information with the
Commission.  These  reports,  as  well  as  the  proxy  statements,  information
statements and other information filed by the Company under the Exchange Act may
be  inspected  and copied at the public  reference  facility  maintained  by the
Commission at 450 Fifth Street,  N.W.,  Washington,  D.C.  20549.  Copies may be
obtained at the  prescribed  rates.  The Company's  stock is traded on the over-
the-counter  market and is currently  reported by the National  Quotation Bureau
Electronic Bulletin Board.

No  person  has  been  authorized  to  give  any  information  or  to  make  any
representation,  other than those  contained in this Prospectus and, if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company.  This prospectus does not constitute an offer or
a solicitation by anyone to any person in any state,  territory or possession of
the United States in which such offer or  solicitation  is not authorized by the
laws  thereof,  or to any  person to whom it is  unlawful  to make such offer or
solicitation.

Neither the delivery of this Prospectus or any sale made hereunder shall,  under
any circumstances, create an implication that there has not been a change in the
affairs of the Company since the date hereof.
TABLE OF CONTENTS

Information Required in the Section 10(a) Prospectus                          5
Item 1. Plan Information                                                      5
        General Information                                                   5
        The Company                                                           5
        Purposes                                                              5
        Common Stock                                                          5
        The Consultants                                                       5
        No Restrictions on Transfer                                           5
        Tax Treatment to the Consultants                                      6
        Tax Treatment to the Company                                          6
        Restrictions on Resale                                                6
        Documents Incorporated by Reference and Additional Information        6
Item 2. Registrant Information and Employee Plan
        Annual Information                                                    6
        Legal Opinion and Experts                                             7
        Indemnification of Officers and Directors                             7
        Information Required in the Registration Statement                    7
Item 3. Incorporation of Documents by Reference                               7
Item 4. Description of Securities                                             8
Item 5. Interests of Named Experts and Counsel                                8
Item 6. Indemnification of Directors and Officers                             8
Item 7. Exemption from Registration Claimed                                   8
Item 8. Exhibits                                                              9
Item 9. Undertakings                                                          9
Signatures                                                                    10
Exhibit Index                                                                 12
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

GENERAL INFORMATION

The Company

The Company has its principal  executive offices at 5440 West Sahara Blvd. Suite
206, Las Vegas, NV 89146, where its telephone number is (702) 227-5110.

Purposes

The Company is issuing  shares of its common  stock to certain  consultants  and
advisors  under certain  consulting  agreements  entered into by and between the
Company and each  consultant  as well as to  officers,  directors,  advisors and
consultants  for their  services to the Company under the  Company's  2004 Stock
Compensation Plan (the "Plan").

Common Stock

The Board of Directors has authorized the issuance of up to 13,975,000 shares of
Common Stock to the  Consultants  and upon  effectiveness  of this  Registration
Statement.

The Consultants

The Consultants have agreed to provide their expertise and advice to the Company
for the purposes set forth in their agreements and under the Plan.

No Restrictions on Transfer

The  Consultants  will become the record and beneficial  owners of the shares of
Common Stock upon issuance and delivery and are entitled to all of the rights of
ownership,  including  the  right  to vote any  shares  awarded  and to  receive
ordinary cash dividends on the Common Stock.

Tax Treatment to the Consultants

The Common Stock is not qualified  under Section 401(a) of the Internal  Revenue
Code.  The  Consultants,  therefore,  will be required  for  federal  income tax
purposes to recognize ordinary income during the taxable year in which the first
of the following events occur: (a) the shares become freely transferable, or (b)
the shares cease to be subject to a substantial risk of forfeiture. Accordingly,
absent a specific  contractual  provision to the contrary,  the Consultants will
receive compensation taxable at ordinary rates equal to the fair market value of
the shares on the date of receipt  since  there will be no  substantial  risk of
forfeiture  or other  restrictions  on transfer.  The  Consultants  are urged to
consult their own tax advisors on this matter.  Further,  if any recipient is an
"affiliate", Section 16(b) of the Exchange Act is applicable and will affect the
issue of taxation.
Tax Treatment to the Company

The amount of income  recognized by any recipient  hereunder in accordance  with
the  foregoing  discussion  will be an expense  deductible  by the  Company  for
federal  income tax purposes in the taxable year of the Company during which the
recipient recognizes income.

Restrictions on Resale

In the event that an  affiliate of the Company  acquires  shares of Common Stock
hereunder,  the affiliate  will be subject to Section 16(b) of the Exchange Act.
Further,  in the event that any affiliate  acquiring  shares  hereunder  sold or
sells any shares of Common Stock in the six months  preceding  or following  the
receipt of shares  hereunder,  any so called "profit," as computed under Section
16(b) of the Exchange Act,  would be required to be disgorged from the recipient
to the Company.  Services  rendered have been recognized as valid  consideration
for the "purchase" of shares in connection with the "profit"  computation  under
Section  16(b) of the Exchange  Act. The Company has agreed that for the purpose
of any "profit" computation under 16(b), the price paid for the Company's common
stock issued hereunder to affiliates is equal to the value of services rendered.
Shares of the Company's  Common Stock  acquired  hereunder by persons other than
affiliates are not subject to Section 16(b) of the Exchange Act.

                      DOCUMENTS INCORPORATED BY REFERENCE
                                      AND
                             ADDITIONAL INFORMATION

The Company  hereby  incorporates  by reference (1) its Form 10-KSB for the year
ended  December 31, 2003,  filed  pursuant to the Exchange  Act; (2) any and all
Quarterly  Reports  and  Current  Reports  on Form 10-Q (or 10-QSB or 8-K) filed
under the  Securities  Exchange Act  subsequent  to the filing of the  Company's
Annual  Report on Form 10-K (or 10-KSB) for the fiscal year ended  December  31,
2003,  as well as all other  reports filed under Section 13 of the Exchange Act,
and (iii) its annual report, if any, to shareholders  delivered pursuant to Rule
14a-3 of the  Exchange  Act. In  addition,  all further  documents  filed by the
Company  pursuant  to  Section  13,  14, or 15(d) of the  Exchange  Act prior to
termination  of this Offering are deemed to be  incorporated  by reference  into
this  Prospectus  and to be a part  hereof  from  the  date of the  filing.  All
documents which when together constitute this Prospectus,  will be sent or given
to  participants  by the  Registrant  as  specified  by  Rule  428(b)(1)  of the
Securities Act.

Item 2.  Registrant Information and Employee Plan Annual Information

A copy of any  document  or  part  thereof  incorporated  by  reference  in this
Registration  Statement but not delivered  with this  Prospectus or any document
required to be delivered  pursuant to Rule 428(b) under the  Securities Act will
be furnished  without  charge upon written or oral request.  Requests  should be
addressed to: Micro  Bio-Medical  Waste Systems,  Inc.,  45440 West Sahara Blvd.
Suite 206, Las Vegas, NV 89146, (702) 227-5110.

Legal Opinion and Experts

Other  than as set  forth  below,  no named  expert  or  counsel  was hired on a
contingent basis, will receive a direct or indirect interest in the small
business  issuer,  or was a promoter,  underwriter,  voting  trustee,  director,
officer or employee of the Registrant.

The financial statements of Micro Bio-Medical Waste Systems,  Inc.  incorporated
by reference in this Prospectus for the fiscal year ended December 31, 2003 have
been audited by Malone & Bailey,  PLLC,  certified  public  accountants,  as set
forth in their report  incorporated  herein by reference,  and are  incorporated
herein in reliance  upon such report  given upon the  authority  of said firm as
experts in auditing and accounting.

Indemnification of Officers and Directors

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be  permitted  to  directors,  officers,  or  persons  controlling  the
Company,  the Company has been informed  that in the opinion of the  Commission,
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such liabilities  (other than payment by registrant of expenses incurred
or paid by a  director,  officer  or  controlling  person of  registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person on connection with the securities being
registered,  registrant  will,  unless in the opinion of its counsel that matter
has been  settled  by  controlling  precedent,  submit  to a court of  competent
jurisdiction  the question of whether  such  indemnification  is against  public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                    PART II

                            INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

Registrant  hereby  states that (i) all  documents set forth in (a) through (c),
below, are incorporated by reference in this  registration  statement,  and (ii)
all documents subsequently filed by registrant pursuant to Section 13(a), 13(c),
14 and 15(d) of the  Securities  Exchange Act of 1934, as amended,  prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which de-registers all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration  statement and to
be a part hereof from the date of filing of such documents.

(a) Registrant's latest Annual Report, whether filed pursuant to Section 13(a)or
15(d) of the Exchange Act;

(b) All other reports  filed  pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the annual report referred to in
(a) above; and

(c) The latest  prospectus  filed  pursuant to Rule 424(b) under the  Securities
Act.

Item 4.  Description of Securities
No  description  of the class of  securities  (i.e.,  the $.001 par value common
stock) is required under this item because the Common Stock is registered  under
Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel

Ms.  Zaman  currently  owns shares of the  Company's  common  stock and is being
issued 500,000 shares of the stock which are being  registered  hereunder  under
the Plan.

Item 6.  Indemnification of Directors and Officers

The Company  shall  indemnify  to the fullest  extent  permitted  by, and in the
manner  permissible  under the laws of the State of Nevada,  any person made, or
threatened  to be made, a party to an action or  proceeding,  whether  criminal,
civil, administrative or investigative,  by reason of the fact that he is or was
a  director  or  officer  of the  Company,  or served  any other  enterprise  as
director,  officer  or  employee  at the  request of the  Company.  The Board of
Directors,  in its discretion,  shall have the power on behalf of the Company to
indemnify  any person,  other than a director  or  officer,  made a party to any
action,  suit or  proceeding  by  reason  of the fact  that  he/she is or was an
employee of the Company.

Pursuant to the Company's bylaws, the Company shall have the right to indemnify,
to  purchase  indemnity  insurance  for,  and to pay and  advance  expenses  to,
Directors, Officers and other persons who are eligible for, or entitled to, such
indemnification,  payments or advances,  in  accordance  with and subject to the
provisions of Nevada Corporation Law and any amendments  thereto,  to the extent
such indemnification, payments or advances are either expressly required by such
provisions  or are  expressly  authorized  by the Board of Directors  within the
scope of such  provisions.  The right of the Company to  indemnify  such persons
shall include, but not be limited to, the authority of the Company to enter into
written agreements for indemnification with such persons.

Subject to the provisions of Nevada Revised Statutes and any amendments thereto,
a Director  of the  Corporation  shall not be liable to the  Corporation  or its
shareholders  for  monetary  damages for an act or  omission  in the  Director's
capacity as a Director,  except that this  provision does not eliminate or limit
the liability of a Director to the extent the Director is found liable for:

1) a  breach  of the  Director's  duty  of  loyalty  to the  Corporation  or its
shareholders;
2) an act or omission not in good faith that constitutes a breach of duty of the
Director to the  Corporation  or an act or omission  that  involves  intentional
misconduct or a knowing violation of the law;
3) A transaction from which the Director received an improper  benefit,  whether
or not the  benefit  resulted  from an  action  taken  within  the  scope of the
Director's office; or
4) an act or  omission  for which  the  liability  of a  Director  is  expressly
provided by an applicable statute.

Item 7.  Exemption from Registration Claimed

      Not Applicable.
Item 8.  Exhibits

(a) The  following  exhibits  are filed as part of this  registration  statement
pursuant to Item 601 of Regulation S-B and are specifically  incorporated herein
by this reference:

Exhibit No.                Title

5                          Opinion of Claudia J. Zaman regarding the legality of
                           the securities registered.
10.9                       2004 Stock Compensation Plan
10.10                      Consulting Agreement with Pete Respond
10.11                      Consulting Agreement with Dr. Lawrence Madoff
10.12                      Consulting Agreement with Scott Ervin
10.13                      Consulting Agreement with Jeffrey Loth
10.14                      Consulting Agreement with Vincent Heser
10.15                      Consulting Agreement with David Rogers
10.16                      Consulting Agreement with Donald Dickson
10.17                      Consulting Agreement with Dr. Rupert Perrin
10.18                      Consulting Agreement with David Herr
10.19                      Consulting Agreement with John Bonaventura
10.20                      Consulting Agreement with Antal Markus
23.1                       Consent  of  Claudia   J.   Zaman,   counsel  to  the
                           registrant, to the use of her opinion with respect to
                           the  legality  of  the  securities  being  registered
                           hereby and to the  references to her in the Prospects
                           filed as part hereof.
23.2                       Consent of Malone-Bailey,  PLLC, independent auditors
                           of the registrant

Item 9.  Undertakings

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions  otherwise,  the registrant has
been advised that in the opinion of the Securities and Exchange Commission, such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

      Registrant hereby undertakes:

      (1) To file,  during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

      (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of the
Securities Act of 1933;

      (ii) To reflect in the  prospectus  any facts or events  arising after the
effective date of the Registration Statement (or the most recent post- effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in the Registration Statement;
(iii) To include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement;

            provided,  however,  paragraphs  (i) and (ii) shall not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  are  incorporated  by reference  from periodic  reports filed by the
registrant small business issuer under the Exchange Act.

      (2)  That,  for  the  purpose  of  determining  any  liability  under  the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

      (4) to  deliver  or cause to be  delivered  with the  prospectus,  to each
person to whom the  prospectus  is sent or given,  the latest  annual  report to
security  holders  that is  incorporated  by  reference  in the  prospectus  and
furnished  pursuant to and meeting the requirements of Rule 14a-3 or 14e-3 under
the  Securities  Exchange Act of 1934; and where interim  financial  information
required to be presented by Article 3 of Regulation  S-X is not set forth in the
prospectus,  to deliver,  or cause to be  delivered,  to each person to whom the
prospectus is sent or given,  the latest  quarterly  report that is specifically
incorporated  by reference in the  prospectus to provide such interim  financial
information.

Registrant  hereby  undertakes  that, for purposes of determining  any liability
under the Securities Act of 1933, each filing of the Registrant's  annual report
pursuant to Section  13(a) of the  Securities  Exchange Act of 1934 (and,  where
applicable,  each filing of an employee benefit's plan annual report pursuant to
Section 15(d) of the Securities  Exchange Act of 1934) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized in the City of Woodland Hills, California on June 14, 2004.

                                           Micro Bio-Medical Waste Systems, Inc.

                                           By: /s/ Stephen D. Cummins
                                               ---------------------------------
                                               Stephen D. Cummins, CEO
By: /s/ Charles Smith
                                               ---------------------------------
                                               Charles Smith, CFO

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities
and on the dates stated:

June 14, 2004                                  /s/ Charles Smith
                                               ---------------------------------
                                               Charles Smith, Director

June 14, 2004                                  /s/ Steven Onoue
                                               ---------------------------------
                                               Steven Onoue, Director

June 14, 2004                                  /s/ Dr. Sadegh Salmassi
                                               ---------------------------------
                                               Dr. Sadegh Salmassi, Director

June 14, 2004                                  /s/ Dr. Shahram Khial
                                               ---------------------------------
                                               Dr. Shahram Khial, Director

June 14, 2004                                  /s/ Stephen D. Cummins
                                               ---------------------------------
                                               Stephen D. Cummins, Director
FORM S-8 REGISTRATION STATEMENT

                                 EXHIBIT INDEX

      The following  exhibits are filed as part of this  registration  statement
pursuant to Item 601 of Regulation S-B and are specifically  incorporated herein
by this reference:

Exhibit
Number in
Registration
Statement               Description
---------               -----------

5.                      Opinion of Counsel
10.9                    2004 Stock Compensation Plan
10.10                   Consulting Agreement with Pete Respond
10.11                   Consulting Agreement with Dr. Lawrence Madoff
10.12                   Consulting Agreement with Scott Ervin
10.13                   Consulting Agreement with Jeffrey Loth
10.14                   Consulting Agreement with Vincent Heser
10.15                   Consulting Agreement with David Rogers
10.16                   Consulting Agreement with Donald Dickson
10.17                   Consulting Agreement with Dr. Rupert Perrin
10.18                   Consulting Agreement with David Herr
10.19                   Consulting Agreement with John Bonaventura
10.20                   Consulting Agreement with Antal Markus
23.21                   Consent of Claudia J. Zaman to Use of Opinion
23.22                   Consent of Malone-Bailey, PLLC