UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the Quarterly Period Ended June 30, 2006

or

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

For the transition period from to

Commission File Number: 000-25955

Waste Services, Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 01-0780204
(I.R.S. Employer
Identification No.)

1122 International Blvd., Suite 601, Burlington, Ontario, Canada L7L 6Z8
(Address of principal executive offices) (zip code)

(905) 319-1237
(Registrant’s telephone number, including area code)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act). (Check one):

Large accelerated filer o Accelerated Filer þ Non-accelerated filer o

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

     The number of shares of Common Stock, $0.01 par value, of the registrant outstanding at July 25, 2006 was 36,066,236 (assuming exchange of 6,324,882 exchangeable shares of Waste Services (CA) Inc. not owned by Capital Environmental Holdings Company for 2,108,294 shares of the registrant’s common stock).

TABLE OF CONTENTS

	Page
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements.
Condensed Consolidated Balance Sheets as of June 30, 2006 (unaudited) and December 31, 2005.		2
Unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2006 and 2005.		3
Unaudited Condensed Consolidated Statement of Shareholders’ Equity for the six months ended June 30, 2006.		4
Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2006 and 2005.		5
Notes to Unaudited Condensed Consolidated Financial Statements.		6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.		29
Item 3. Quantitative and Qualitative Disclosures About Market Risk.		42
Item 4. Controls and Procedures.		42
PART II — OTHER INFORMATION
Item 1. Legal Proceedings.		42
Item 1A. Risk Factors.		42
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		42
Item 3. Defaults upon Senior Securities.		42
Item 4. Submission of Matters to a Vote of Security Holders.		43
Item 5. Other Information.		43
Item 6. Exhibits.		43
Signatures.		45
EX-4.16 SUPPLEMENTAL INDENTURE DATED MAY 12, 2006
EX-4.17 SUPPLEMENTAL INDENTURE DATED JUNE 30, 2006
SUPPLEMENTAL INDENTURE DATED JUNE 30, 2006
EX-10.20 ASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT
EX-31.1 SECTION 302 CERTIFICATION OF CEO
EX-31.2 SECTION 302 CERTIFICATION OF CFO
EX-32.1 SECTION 1350 CERTIFICATION OF CEO AND CFO

1

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

WASTE SERVICES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)

	June 30,			December 31,
	2006			2005
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	2,740		$	8,886
Accounts receivable (net of allowance for doubtful accounts of $696 and $672 as of June 30, 2006 and December 31, 2005, respectively)		52,500			45,381
Prepaid expenses and other current assets		8,607			10,063
Current assets of discontinued operations		4,609			5,252
Total current assets		68,456			69,582
Property and equipment, net		139,445			119,485
Landfill sites, net		182,247			156,498
Goodwill and other intangible assets, net		337,443			307,869
Other assets		9,411			23,816
Non-current assets of discontinued operations		51,057			51,139
Total assets	$	788,059		$	728,389
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	30,832		$	25,959
Accrued expenses and other current liabilities		42,866			39,065
Short-term financing and current portion of long-term debt		1,677			1,365
Current liabilities of discontinued operations		1,997			1,827
Total current liabilities		77,372			68,216
Long-term debt		315,220			284,850
Accrued closure, post-closure and other obligations		30,713			25,651
Cumulative mandatorily redeemable Preferred Stock (net of discount of nil and $2,347 as of June 30, 2006 and December 31, 2005, respectively)		95,128			84,971
Non-current liabilities of discontinued operations		287			210
Total liabilities		518,720			463,898
Shareholders’ equity:
Common stock $0.01 par value; 166,666,666 and 500,000,000 (pre-reverse split) shares authorized at June 30, 2006 and December 31, 2005, respectively; 33,957,942 shares issued and outstanding at June 30, 2006; 93,685,889 shares (pre-reverse split) issued and 93,185,889 shares (pre-reverse split) outstanding at December 31, 2005		340			937
Additional paid-in capital		410,266			383,618
Treasury stock at cost; 500,000 shares (pre-reverse split)		—			(1,235	)
Accumulated other comprehensive income		43,074			35,673
Accumulated deficit		(184,341	)		(154,502	)
Total shareholders’ equity		269,339			264,491
Total liabilities and shareholders’ equity	$	788,059		$	728,389

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

2

WASTE SERVICES, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

	Three Months Ended June 30,						Six Months Ended June 30,
	2006			2005			2006			2005
Revenue	$	101,587		$	88,853		$	190,147		$	171,760
Operating and other expenses:
Cost of operations (exclusive of depreciation, depletion and amortization)		70,000			64,515			132,378			124,816
Selling, general and administrative expense (exclusive of depreciation, depletion and amortization)		14,363			13,371			29,600			27,587
Deferred acquisition costs		—			—			5,612			—
Depreciation, depletion and amortization		10,153			10,039			19,870			19,056
Foreign exchange loss (gain) and other		2,247			1			2,166			(184	)
Income from operations		4,824			927			521			485
Interest expense		7,825			7,173			14,880			13,998
Cumulative mandatorily redeemable preferred stock dividends and amortization of issue costs		4,841			5,114			10,537			9,956
Loss from continuing operations before income taxes		(7,842	)		(11,360	)		(24,896	)		(23,469	)
Income tax provision		3,368			3,013			4,340			5,330
Net loss from continuing operations		(11,210	)		(14,373	)		(29,236	)		(28,799	)
Net income (loss) from discontinued operations		136			(141	)		(603	)		18
Net loss	$	(11,074	)	$	(14,514	)	$	(29,839	)	$	(28,781	)
Basic and diluted loss per share:
Loss per share — continuing operations		(0.33	)		(0.44	)		(0.87	)		(0.88	)
Loss per share — discontinued operations		0.01			—			(0.01	)		—
Basic and diluted loss per share	$	(0.32	)	$	(0.44	)	$	(0.88	)	$	(0.88	)
Weighted average common shares outstanding — basic and diluted		34,130			33,024			33,756			32,600

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

3

WASTE SERVICES, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
For the Six Months Ended June 30, 2006
(In thousands)

													Accumulated
	Waste Services, Inc.									Treasury			Other					Total
	Common Stock						Additional			Stock			Comprehensive		Accumulated			Shareholders’
	Shares			Amount			Paid-in Capital			at Cost			Income		Deficit			Equity
Balance, December 31, 2005		93,686		$	937		$	383,618		$	(1,235	)	$	35,673	$	(154,502	)	$	264,491
Common shares issued		8,154			82			25,265			1,235			—		—			26,582
Exercise of options and warrants		28			—			86			—			—		—			86
Stock-based compensation		—			—			1,547			—			—		—			1,547
Conversion of exchangeable shares		6			—			—			—			—		—			—
Share reimbursement agreement		—			—			(929	)		—			—		—			(929	)
Foreign currency translation adjustment		—			—			—			—			7,401		—			7,401
Effect of reverse stock split		(67,916	)		(679	)		679			—			—		—			—
Net loss		—			—			—			—			—		(29,839	)		(29,839	)
Balance, June 30, 2006		33,958		$	340		$	410,266		$	—		$	43,074	$	(184,341	)	$	269,339

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

4

WASTE SERVICES, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

	Six Months Ended June 30,
	2006			2005
Cash flows from operating activities:
Net loss	$	(29,839	)	$	(28,781	)
Adjustments to reconcile net loss to net cash flows from operating activities:
Net loss (income) from discontinued operations		603			(18	)
Depreciation, depletion and amortization		19,870			19,056
Cumulative mandatorily redeemable preferred stock dividends and amortization of issue costs		10,537			9,956
Amortization of debt issue costs		776			705
Deferred income tax provision		4,289			5,063
Non-cash stock-based compensation expense		1,547			1,147
Deferred acquisition costs expensed		5,612			—
Foreign exchange loss (gain)		2,052			(6	)
Other non-cash items		403			303
Changes in operating assets and liabilities (excluding the effects of acquisitions):
Accounts receivable		(2,946	)		(478	)
Prepaid expenses and other current assets		(676	)		1,843
Accounts payable		652			(1,995	)
Accrued expenses and other current liabilities		3,011			1,085
Net cash provided by continuing operations		15,891			7,880
Net cash provided by discontinued operations		1,580			2,129
Net cash provided by operating activites		17,471			10,009
Cash flows from investing activities:
Cash used in business combinations and significant asset acquisitions, net of cash acquired		(28,943	)		(150	)
Capital expenditures		(25,514	)		(16,544	)
Proceeds from asset sales and business divestitures		4,529			636
Share reimbursement agreement		(929	)		—
Deposits for business acquisitions and other		—			(691	)
Net cash used in continuing operations		(50,857	)		(16,749	)
Net cash used in discontinued operations		(2,107	)		(3,643	)
Net cash used in investing activities		(52,964	)		(20,392	)
Cash flows from financing activities:
Proceeds from issuance of debt and draws on revolving credit facility		36,197			—
Principal repayments of debt and capital lease obligations		(7,038	)		(830	)
Sale of common shares and warrants		—			7,125
Proceeds from the exercise of options and warrants		86			521
Fees paid for financing transactions		(138	)		—
Net cash provided by financing activities — continuing operations		29,107			6,816
Effect of exchange rate changes on cash and cash equivalents		240			(133	)
Decrease in cash and cash equivalents		(6,146	)		(3,700	)
Cash and cash equivalents, beginning of period		8,886			8,476
Cash and cash equivalents, end of period	$	2,740		$	4,776

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

5

WASTE SERVICES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Organization of Business and Basis of Presentation

     The accompanying Unaudited Condensed Consolidated Financial Statements include the accounts of Waste Services, Inc. (“Waste Services”) and its wholly owned subsidiaries (collectively, “we”, “us”, or “our”). We are a multi-regional, integrated solid waste services company providing collection, transfer, landfill disposal and recycling services for commercial, industrial and residential customers. Our operating strategy is disposal-based, whereby we enter geographic markets with attractive growth or positive competitive characteristics by acquiring and developing landfill disposal capacity, then acquiring and developing waste collection and transfer operations. Our operations are located in the United States and Canada. Our U.S. operations are located in Florida, Texas and Arizona and our Canadian operations are located in Eastern Canada (Ontario) and Western Canada (Alberta, Saskatchewan and British Columbia). During the current quarter, we have presented our Arizona operations as discontinued.

     These condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. All significant intercompany transactions and accounts have been eliminated. All figures are presented in thousands of U.S. dollars, except share and per share data, or except where expressly stated as being in Canadian dollars (“C$”) or in millions. Certain information related to our organization, significant accounting policies and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States has been condensed or omitted. Except for the adoption of FASB Statement No. 123(R), Share-Based Payment (“SFAS 123(R)”), which is more fully described in Note 3, the accounting policies followed in the preparation of these unaudited condensed consolidated financial statements are consistent with those followed in our annual consolidated financial statements for the year ended December 31, 2005, as filed on Form 10-K. In the opinion of management, these unaudited condensed consolidated financial statements contain all material adjustments, consisting only of normal recurring adjustments, necessary to fairly state our financial position, results of operations and cash flows for the periods presented and the presentations and disclosures herein are adequate when read in conjunction with our Form 10-K for the year ended December 31, 2005. Income taxes during these interim periods have been provided based upon our anticipated annual effective income tax rate. Certain reclassifications have been made to the prior period financial statement amounts to conform to the current presentation. Due to the seasonal nature of our business, operating results for interim periods are not necessarily indicative of the results for full years.

     The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the allowance for doubtful accounts, depletion of landfill development costs, goodwill and other intangible assets, liabilities for landfill capping, closure and post-closure obligations, insurance reserves, liabilities for potential litigation and deferred taxes.

     As a portion of our operations is domiciled in Canada, for each reporting period we translate the results of operations and financial condition of our Canadian operations into U.S. dollars. Therefore, the reported results of our operations and financial condition are subject to changes in the exchange relationship between the two currencies. For example, as the relationship of the Canadian dollar strengthens against the U.S. dollar, revenue is favorably affected and conversely expenses are unfavorably affected. Assets and liabilities of Canadian operations are translated from Canadian dollars into U.S. dollars at the exchange rates in effect at the relevant balance sheet dates, and revenue and expenses of Canadian operations are translated from Canadian dollars into U.S. dollars at the average exchange rates prevailing during the period. Unrealized gains and losses on translation of the Canadian operations into U.S. dollars are reported as a separate component of shareholders’ equity and are included in comprehensive income. Separately, monetary assets and liabilities denominated in U.S. dollars held by our Canadian operations are re-measured from U.S. dollars into Canadian dollars and then translated into U.S. dollars. The effects of re-measurement are reported currently as a component of net income (loss). Currently, we do not hedge our exposure to changes in foreign exchange rates.

     On June 30, 2006, we effected a reverse one for three split of our common stock. As a result of the reverse split, each holder of three outstanding shares of common stock is entitled to one share of common stock. No fractional shares of common stock will be issued in connection with the reverse stock split. In lieu of such fractional shares, stockholders will receive a cash payment equal to the product obtained by multiplying the fraction of common stock by the average closing price per share of common stock (as adjusted for the reverse stock split) as quoted on the Nasdaq National Market for the five trading days immediately preceding June 30, 2006. Corresponding amendments have been made to the exchangeable shares of Waste Services (CA) Inc., so that each one exchangeable share will entitle the holder to one-third of one share of our common stock, without regard to any fractional shares.

6

WASTE SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

     Basic earnings (loss) per share is calculated by dividing income (loss) by the weighted average number of common shares outstanding for the period, including exchangeable shares of Waste Services (CA) not owned by us on an as exchanged basis. Diluted earnings (loss) per share is calculated based on the weighted average shares of common stock outstanding, including the exchangeable shares, during the period plus the dilutive effect of common stock purchase warrants and stock options using the treasury stock method. Contingently issuable shares are included in the computation of basic earnings (loss) per share when issuance of the shares is no longer contingent. Due to the net losses for the three and six months ended June 30, 2006 and 2005, basic and diluted loss per share were the same, as the effect of potentially dilutive securities would have been anti-dilutive.

     Potentially dilutive securities not included in the diluted loss per share calculation, due to net losses, are as follows (given effect for the reverse one for three split to the earliest period presented) (unaudited) (in thousands):

	Three months ended June 30,				Six months ended June 30,
	2006		2005		2006		2005
Common shares issuable under exercisable options		—		27		—		16
Common shares issuable under exercisable warrants		38		869		176		714
Dilutive securities		38		896		176		730

     For purposes of computing net income (loss) per common share — basic and diluted, for the three and six months ended June 30, 2006, the weighted average number of shares of common stock outstanding includes the effect of 6,326,135 and 6,322,915 exchangeable shares of Waste Services (CA), respectively (exchangeable for 2,108,711 and 2,107,638 shares of our common stock, respectively), as if they were shares of our outstanding common stock from July 31, 2004, the date our migration transaction was completed. For the three and six months ended June 30, 2005, the weighted average number of shares of common stock outstanding includes the effect of 6,501,594 and 6,524,662 exchangeable shares of Waste Services (CA), respectively (exchangeable for 2,167,198 and 2,174,887 shares of our common stock, respectively), as if they were shares of our outstanding common stock from July 31, 2004.

2. Discontinued Operations

     On July 20, 2006, we announced the execution of definitive agreements with Allied Waste Industries, Inc. (“Allied Waste”) whereby we will (i) purchase Allied Waste’s hauling, transfer station and recycling operations in Miami, Florida for $61.0 million with an additional contingent payment of $2.0 million due upon the successful renewal of a certain municipal recycling contract and (ii) sell our Arizona hauling, transfer station and landfill operations to Allied Waste for $53.0 million. Accordingly, we have presented the net assets and operations of Arizona as discontinued operations for all periods presented. Revenue from discontinued operations was $7.5 million and $6.5 million for the three months ended June 30, 2006 and 2005, respectively, and $14.5 million and $12.6 million for the six months ended June 30, 2006 and 2005, respectively. Pre-tax net income (loss) from discontinued operations was $0.1 million and $(0.1) million for the three months ended June 30, 2006 and 2005, respectively, and $(0.6) million and nil for the six months ended June 30, 2006 and 2005, respectively. Net assets related to discontinued operations are as follows (unaudited):

7

WASTE SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	June 30,		December 31,
	2006		2005
Accounts receivable	$	3,878	$	4,202
Prepaid expenses and other current assets		731		1,050
Current assets of discontinued operations		4,609		5,252
Property and equipment		13,231		13,777
Landfill sites		16,188		15,630
Goodwill and other intangible assets		21,518		21,602
Other assets		120		130
Non-current assets of discontinued operations		51,057		51,139
Total assets of discontinued operations	$	55,666	$	56,391
Accounts payable	$	294	$	192
Accrued expenses and other current liabilities		1,703		1,635
Current liabilities of discontinued operations		1,997		1,827
Accrued closure, post closure and other obligations		287		210
Non-current liabilities of discontinued operations		287		210
Total liabilities of discontinued operations		2,284		2,037
Net assets of discontinued operations	$	53,382	$	54,354

3. Share-Based Payments

     We have a 1997 Stock Option Plan and a 1999 Stock Option Plan, which are described in our consolidated financial statements for the year ended December 31, 2005 filed on Form 10-K. Employee stock options are denominated in U.S. and Canadian dollars. Prior to January 1, 2006 we accounted for our stock-based compensation plans under the recognition and measurement provisions of APB Opinion No. 25, Accounting for Stock Issued to Employees (“APB 25”), and related Interpretations, as permitted by FASB Statement No. 123, Accounting for Stock-Based Compensation (“SFAS 123”). Stock-based employee compensation cost (benefit) is recognized as a component of selling, general and administrative expense in the Statement of Operations. For the years ended December 31, 2005 and 2004, stock-based employee compensation expense was $0.3 million and $(1.4) million, respectively. For the three and six months ended June 30, 2005, stock-based compensation expensed for employees was $0.1 million and $0.2 million, respectively. Effective January 1, 2006, we adopted the fair value recognition provisions of SFAS 123(R), using the modified-prospective transition method. Under that transition method, employee compensation cost recognized in 2006 includes: (i) compensation cost for all share-based payments granted prior to, but not yet vested as of January 1, 2006, based on the grant date fair value estimated in accordance with the original provisions of SFAS 123 and (ii) compensation cost for all share-based payments granted subsequent to January 1, 2006, based on the grant date fair value estimated in accordance with the provisions of SFAS 123(R). Results for prior periods have not been restated.

     As a result of adopting SFAS 123(R) on January 1, 2006, our net loss and loss before income taxes for the three and six months ended June 30, 2006, is approximately $0.4 million and $1.4 million higher, respectively, than if we had continued to account for share-based compensation under APB 25. The adoption of this standard had no impact on our provision for income taxes due to: (i) the valuation allowance for our U.S. deferred tax assets due to our lack of operating history relative to our U.S. operations and (ii) the non-deductibility of options issued to our Canadian employees.

     Prior to the adoption of SFAS 123(R), we presented all tax benefits, if any, of deductions resulting from the exercise of stock options as operating cash flows in the Statement of Cash Flows. SFAS 123(R) requires the cash flows resulting from the tax benefits resulting from tax deductions in excess of the compensation cost recognized for those options (excess tax benefits) to be classified as financing cash flows.

     The following table illustrates the effect on net loss and loss per share if we had applied the fair value recognition provisions of

8

WASTE SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

SFAS 123 to options granted to employees under our stock option plans during the three and six months ended June 30, 2005 (unaudited):

	Three Months			Six Months
	Ended June 30,			Ended June 30,
	2005			2005
Net loss as reported	$	(14,514	)	$	(28,781	)
Add: Employee compensation expense for equity awards included in the determination of net loss as reported		86			172
Less: Stock based compensation expense for equity awards determined by the fair value based method prescribed under SFAS 123		(2,485	)		(4,935	)
Pro forma net loss	$	(16,913	)	$	(33,544	)
Basic and diluted loss per share:
As reported	$	(0.44	)	$	(0.88	)
Pro forma	$	(0.51	)	$	(1.03	)

     The above pro forma disclosures are provided for 2005 because employee stock options were not accounted for using the fair-value method during that period. No pro forma disclosure has been presented for the three and six months ended June 30, 2006 as share-based payments to employees have been accounted for under SFAS 123(R)’s fair-value method for such periods.

     During the six months ended June 30, 2006 and 2005, we granted 165,000 (pre-reverse split) options and 815,000 (pre-reverse split) options, respectively, to certain employees with option exercise prices equal to the market value of our common stock on the date of the grant. The weighted-average grant-date fair value of these option grants was $1.04 (pre-reverse split) and $1.77 (pre-reverse split), respectively. The fair value of options granted is estimated using the Black-Scholes option pricing model using the following assumptions:

	Three months ended June 30,					Six months ended June 30,
	2006		2005			2006			2005
Annual dividend yield		N/A		—			—			—
Weighted-average expected life (years)		N/A	2.8 years			3.0 years			2.8 years
Risk-free interest rate		N/A	2.57% to 4.62%				4.83	%	2.57% to 4.62%
Expected volatility		N/A		74	%		38	%		74	%

     Expected volatility is based primarily on historical volatility. Historical volatility was computed using daily pricing observations for the most recent three years. We believe this method produces an estimate that is representative of our expectations of the future volatility over the expected term of our options. We currently have no reason to believe future volatility over the expected life of these options is likely to differ materially from historical volatility. The weighted-average expected life is based upon share option exercises, pre and post vesting terminations and share option term expiration. The risk-free interest rate is based on the U.S. treasury security rate estimated for the expected life of the options at the date of grant.

     SFAS 123(R) requires the estimation of forfeitures when recognizing compensation expense and that this estimate of forfeitures be adjusted over the requisite service period should actual forfeitures differ from such estimates. Changes in estimated forfeitures are recognized through a cumulative adjustment, which is recognized in the period of change and which impacts the amount of unamortized compensation expense to be recognized in future periods.

     During the six months ended June 30, 2006, no employee options were exercised, 535,500 (pre-reverse split) options were forfeited and 6,500 (pre-reverse split) options expired. During the six months ended June 30, 2005, 15,000 (pre-reverse split) employee options were exercised and 112,194 (pre-reverse split) options expired. As of June 30, 2006, $0.8 million of total unrecognized compensation cost related to employee stock options is expected to be recognized over a weighted average period of approximately 0.6 year. Additional information relative to our employee options outstanding at June 30, 2006 is summarized as follows (unaudited):

9

WASTE SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Options		Options
	Outstanding		Exercisable
Number of U.S. dollar denominated options		7,356,500		6,456,500
Number of Canadian dollar denominated options		4,830,000		4,825,000
Total number of options		12,186,500		11,281,500
Aggregate intrinsic value of options	$	—	$	—
Weighted average remaining contractual term (years)		2.1		1.9
Weighted average exercise price — U.S. dollar denominated options	$	4.43	$	4.54
Weighted average exercise price — Canadian dollar denominated options	C$	6.21	C$	6.21

     All share numbers and exercise prices in the above table are before giving effect to the reverse one for three split of our common stock. The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between our closing stock price on the last trading day of the second quarter of 2006 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on June 30, 2006. As of June 30, 2006, we have not provided for forfeitures relative to our unvested employee stock options due to the relatively short vesting period remaining on these options and the de minimus nature of potential future forfeitures for these options.

4. Business Combinations and Significant Asset Acquisitions

     We believe the primary value of an acquisition is the opportunities made available to vertically integrate operations or increase market presence within a geographic market.

     In April 2006 we completed the acquisition of a materials recovery facility and solid waste transfer station in Taft, Florida (“Taft Recycling”). The purchase price for the facility consisted of $11.3 million in cash and the issuance of 1,269,841 (pre-reverse split) shares of common stock of Waste Services valued at approximately $3.9 million. In addition, upon the issuance of the final operating permit on June 15, 2006, we paid $1.5 million in cash and delivered an additional 1,269,842 (pre-reverse split) shares of common stock of Waste Services valued at approximately $3.7 million, of which 769,842 (pre-reverse split) shares were newly issued and 500,000 (pre-reverse split) shares were transferred from treasury. The acquisition of Taft Recycling will allow us greater access to third party waste volumes that can be disposed at our landfill facility in Osceola County, Florida.

     In May 2006, we completed the acquisition of Liberty Waste, LLC (“Liberty Waste”) in Tampa, Florida. The purchase price for Liberty Waste consisted of $8.0 million in cash and the issuance of 1,155,116 (pre-reverse split) shares of common stock of Waste Services valued at approximately $3.6 million. We had previously paid a deposit of $6.0 million in cash and issued 946,372 (pre-reverse split) shares of common stock of Waste Services valued at approximately $2.9 million. Liberty Waste is a collection operation based in Tampa with two transfer stations, one located in Tampa and the other in Clearwater. The transfer stations are both permitted to accept construction and demolition and Class III waste volumes.

     In June 2006, we completed the acquisition of Sun Country Materials, LLC (“Sun Country Materials”) in Hillsborough County, Florida. The purchase price for Sun Country Materials consisted of $5.0 million in cash and the issuance of 4,013,378 (pre-reverse split) shares of common stock of Waste Services valued at approximately $12.4 million. Sun Country Materials owns a construction and demolition landfill located in Hillsborough County, Florida, and the site has recently been issued an expansion permit.

     Details of the net assets acquired and cash used in asset and business acquisitions for the six months ended June 30, 2006 are as follows (unaudited):

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WASTE SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

				Liberty Waste
	Taft			and Sun Country			Other
	Recycling			Materials			Acquisitions		Total
Purchase price:
Cash	$	13,300		$	20,622		$	2,528	$	36,450
Common stock		7,645			18,937			—		26,582
Total purchase price		20,945			39,559			2,528		63,032
Allocated as follows:
Working capital assumed:
Cash and cash equivalents		125			488			—		613
Accounts receivable		952			2,144			—		3,096
Prepaid expenses and other current assets		10			591			—		601
Accounts payable		(462	)		(2,724	)		—		(3,186	)
Accrued expenses and other current liabilities		(252	)		(693	)		—		(945	)
Net working capital		373			(194	)		—		179
Property and equipment		3,254			9,408			675		13,337
Landfill sites		—			23,290			—		23,290
Debt		—			(390	)		—		(390	)
Accrued closure, post-closure and other obligations		(73	)		(2,257	)		—		(2,330	)
Net book value of assets acquired and liabilities assumed		3,554			29,857			675		34,086
Excess purchase price to be allocated	$	17,391		$	9,702		$	1,853	$	28,946
Allocated as follows:
Goodwill		17,391			9,702			1,672		28,765
Other intangible assets		—			—			181		181
Total allocated	$	17,391		$	9,702		$	1,853	$	28,946

     The above table includes cash deposits and acquisition related costs of $6.9 million, which relate to the Liberty Waste and Sun Country Materials acquisitions that were paid or deposited prior to 2006 and were capitalized to the cost of these acquisitions during 2006. We expect goodwill generated from these acquisitions to be deductible for income tax purposes.

     The purchase price allocations are considered preliminary until we have obtained all required information to complete the allocation. Although the time required to obtain the necessary information will vary with circumstances specific to an individual acquisition, the “allocation period” for finalizing purchase price allocations generally does not exceed one year from the date of consummation of an acquisition. Adjustments to the allocation of purchase price may decrease those amounts allocated to goodwill and, as such, may increase those amounts allocated to other tangible or intangible assets, which may result in higher depreciation or amortization expense in future periods. Assets acquired in a business combination that will be sold are valued at fair value less cost to sell. Results of operating these assets are recognized currently in the period in which those operations occur. The value of shares issued in connection with an acquisition is based upon the average market price of our common stock during the five day period consisting of the period two days before, the day of and the two days after the terms of the acquisition are agreed to and/or announced. Contingent consideration is valued as of the date the contingency is resolved.

     The following unaudited condensed consolidated pro forma statement of operations data shows the results of our operations for the three and six months ended June 30, 2006 and 2005 as if completed acquisitions had occurred at the beginning of the respective period (in thousands except per share amounts):

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WASTE SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Three Months Ended June 30,						Six Months Ended June 30,
	2006			2005			2006			2005
Revenue	$	104,570		$	96,083		$	201,064		$	186,098
Net loss	$	(11,372	)	$	(14,941	)	$	(30,470	)	$	(29,748	)
Basic and diluted net loss per common share	$	(0.31	)	$	(0.42	)	$	(0.84	)	$	(0.84	)
Basic and diluted pro forma weighted average number of common shares outstanding		36,186			35,909			36,067			35,485

     These unaudited condensed pro forma consolidated results have been prepared for comparative purposes only and are not necessarily indicative of the actual results of operations had the acquisitions taken place as of the beginning of the respective periods, or the results of our future operations. Furthermore, the pro forma results do not give effect to all cost savings or incremental costs that may occur as a result of the integration and consolidation of the acquisitions.

5. Allowance for Doubtful Accounts

     We maintain an allowance for doubtful accounts based on the expected collectibility of our accounts receivable. We perform credit evaluations of significant customers and establish an allowance for doubtful accounts based on the aging of receivables, payment performance factors, historical trends and other information. In general, we reserve a portion of those receivables outstanding more than 90 days and 100% of those outstanding more than 120 days. We evaluate and revise our reserve on a monthly basis based upon a review of specific accounts outstanding and our history of uncollectible accounts.

     The changes to the allowance for doubtful accounts for the six months ended June 30, 2006 and 2005 are as follows (unaudited):

	2006			2005
Balance, beginning of period	$	672		$	545
Provisions		128			323
Bad debts charged to reserves, net of recoveries		(413	)		(366	)
Increase due to acquisitions		303			—
Impact of foreign exchange rate fluctuations		6			(2	)
Balance, end of period	$	696		$	500

6. Prepaid Expenses and Other Current Assets

     Prepaid expenses and other current assets consist of the following:

	June 30,		December 31,
	2006		2005
	(Unaudited)
Prepaid expenses	$	2,961	$	2,357
Deferred income taxes		2,280		4,763
Parts and supplies		1,770		1,673
Other current assets		1,596		1,270
	$	8,607	$	10,063

7. Property and Equipment

     Property and equipment consist of the following:

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WASTE SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	June 30,			December 31,
	2006			2005
	(Unaudited)
Land and buildings		33,681			24,596
Vehicles		109,596			96,492
Containers, compactors and landfill and recycling equipment		72,232			64,547
Furniture, fixtures, other office equipment and leasehold improvements		10,105			9,393
Total property and equipment		225,614			195,028
Less: Accumulated depreciation		(86,169	)		(75,543	)
Property and equipment, net	$	139,445		$	119,485

8. Landfill Sites, Accrued Closure, Post-Closure and Other Obligations

Landfill Sites

     Landfill sites consist of the following:

	June 30,			December 31,
	2006			2005
	(Unaudited)
Landfill sites	$	222,623		$	189,280
Less: Accumulated depletion		(40,376	)		(32,782	)
Landfill sites, net	$	182,247		$	156,498

     The changes in landfill sites for the six months ended June 30, 2006 and 2005 are as follows (unaudited):

	2006			2005
Balance, beginning of period	$	156,498		$	159,385
Acquisitions		23,290			—
Additional landfill site costs		7,632			4,184
Additional asset retirement obligations		1,013			721
Depletion		(6,622	)		(5,369	)
Purchase price allocation adjustments for prior acquisitions and other		—			99
Effect of foreign exchange rate fluctuations		436			(280	)
Balance, end of period	$	182,247		$	158,740

Accrued Closure, Post-Closure and Other Obligations

     Accrued closure, post-closure and other obligations consist of the following:

	June 30,		December 31,
	2006		2005
	(Unaudited)
Accrued closure and post-closure obligations	$	11,945	$	9,074
Deferred income tax liability		18,124		16,206
Other obligations		644		371
	$	30,713	$	25,651

     Accrued closure and post-closure obligations include costs associated with obligations for closure and post-closure of our landfills. The anticipated timeframe for paying these costs varies based on the remaining useful life of each landfill as well as the duration of the post-closure monitoring period. The changes in accrued closure and post-closure obligations for the six months ended June 30, 2006 and 2005 are as follows (unaudited):

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WASTE SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	2006		2005
Balance, beginning of period	$	9,074	$	6,385
Acquisitions		1,201		—
Accretion		386		356
Additional asset retirement obligations		1,013		721
Effect of foreign exchange rate fluctuations		271		(86	)
Balance, end of period	$	11,945	$	7,376

9. Goodwill and Other Intangible Assets

     Goodwill and other intangible assets consist of the following:

	June 30,			December 31,
	2006			2005
	(Unaudited)
Other intangible assets subject to amortization:
Customer relationships and contracts	$	34,699		$	34,768
Non-competition agreements and other		2,959			2,744
		37,658			37,512
Less: Accumulated amortization:
Customer relationships and contracts		(14,392	)		(12,128	)
Non-competition agreements and other		(2,134	)		(1,761	)
Other intangible assets subject to amortization, net		21,132			23,623
Goodwill		316,311			284,246
Goodwill and other intangible assets, net	$	337,443		$	307,869

     The changes in goodwill for the six months ended June 30, 2006 and 2005 are as follows (unaudited):

	Six Months Ended June 30, 2006
	Florida			Canada		Total
Balance, beginning of period	$	199,377		$	84,869	$	284,246
Acquisitions		27,093			1,672		28,765
Purchase price allocation adjustments for prior acquisitions		(259	)		—		(259	)
Effect of foreign exchange rate fluctuations		—			3,559		3,559
Balance, end of period	$	226,211		$	90,100	$	316,311

	Six Months Ended June 30, 2005
	Florida		Canada			Total
Balance, beginning of period	$	174,629	$	85,255		$	259,884
Effect of foreign exchange rate fluctuations		—		(1,620	)		(1,620	)
Purchase price allocation adjustments for prior acquisitions		24,748		—			24,748
Balance, end of period	$	199,377	$	83,635		$	283,012

     During the first six months of 2005, we revised our estimate of the fair value of customer relationships, non-compete arrangements and certain vehicles and containers acquired as part of the acquisition of Florida Recycling Services, Inc. (“Florida Recycling”).

10. Other Assets

     Other assets consist of the following:

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WASTE SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	June 30,		December 31,
	2006		2005
	(Unaudited)
Debt and redeemable Preferred Stock issue costs, net of accumulated amortization of $3,060 and $4,761 as of June 30, 2006 and December 31, 2005, respectively	$	8,410	$	9,428
Acquisition deposits and deferred acquisition costs		—		13,815
Other assets		1,001		573
	$	9,411	$	23,816

     In April 2006, we ceased being actively engaged in negotiations with Lucien Rémillard, one of our directors, concerning the potential acquisition of the solid waste collection and disposal business assets owned by a company controlled by Mr. Rémillard in Quebec, Canada. During the first quarter of 2006, we recognized an expense related to these previously deferred acquisition costs of approximately $5.6 million.

11. Debt

     Debt consists of the following:

	June 30,			December 31,
	2006			2005
	(Unaudited)
Senior Secured Credit Facilities:
Revolving credit facility, floating interest rate at 9.8% as of June 30, 2006, due April 2009	$	8,000		$	—
Term loan facility, floating interest rate at 8.5% and 7.9% as of June 30, 2006 and December 31, 2005, respectively, due $370 per quarter to March 2010, $35,020 per quarter thereafter, due March 2011		145,630			123,250
Senior Subordinated Notes, fixed interest rate at 9.5%, due 2014		160,000			160,000
Other notes payable, interest at 4.3% to 6.7%, due through June 2025		3,267			2,965
		316,897			286,215
Less: Current portion		(1,677	)		(1,365	)
Long-term portion	$	315,220		$	284,850

Senior Secured Credit Facilities

     On April 30, 2004, we entered into new Senior Secured Credit Facilities (the “Credit Facilities”) with a syndicate of lenders. The Credit Facilities consist of a five-year revolving credit facility in the amount of $60.0 million, up to $15.0 million of which is available to our Canadian operations, and a seven-year term loan facility in the amount of $100.0 million. The Credit Facilities bear interest based upon a spread over base rate or Eurodollar loans, as defined, at our option. The Credit Facilities are secured by substantially all of the assets of our U.S. restricted subsidiaries. Our Canadian operations guarantee and pledge all of their assets only in support of the portion of the revolving credit facility available to them. Additionally, 65% of the common shares of Waste Services’ first tier foreign subsidiaries including Waste Services (CA), are pledged to secure obligations under the Credit Facilities. As of June 30, 2006, there was $8.0 million outstanding on the revolving credit facility and an additional $21.1 million of capacity was used to support outstanding letters of credit.

     On December 28, 2005, we entered into another amendment to the Credit Facilities, which provided for the incurrence of up to $50.0 million of additional term loans under a new term loan tranche, as provided for under the terms of our existing Credit Facilities. We drew $25.0 million of this facility at close to refinance amounts then outstanding under our existing revolving credit facility. We drew another $23.0 million of this facility during the second quarter of 2006, which was used for the financing of acquisitions that are otherwise permitted under the terms of the Credit Facilities. Availability under this amendment expired in May 2006.

     On June 20, 2006, we further amended our Credit Facilities to provide us with more flexible terms, including the ability to increase our Canadian revolving facility from $15.0 million to $25.0 million in the future, and to allow for the potential redemption of our mandatorily redeemable preferred stock.

     Our Credit Facilities, as amended, contain certain financial and other covenants that restrict our ability to, among other things, make capital expenditures, incur indebtedness, incur liens, dispose of property, repay debt, pay dividends, repurchase shares and make

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WASTE SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

certain acquisitions. Our financial covenants include: (i) minimum consolidated interest coverage, (ii) maximum total leverage and (iii) maximum senior secured leverage. The covenants and restrictions limit the manner in which we conduct our operations and could adversely affect our ability to raise additional capital.

Senior Subordinated Notes

     On April 30, 2004, we completed a private offering of 9¹/2% Senior Subordinated Notes (“Subordinated Notes”) due 2014 for gross proceeds of $160.0 million. The Subordinated Notes mature on April 15, 2014. Interest on the Subordinated Notes is payable semi-annually on October 15 and April 15. The Subordinated Notes are redeemable, in whole or in part, at our option, on or after April 15, 2009, at a redemption price of 104.75% of the principal amount, declining ratably in annual increments to par on or after April 15, 2012, together with accrued interest to the redemption date. In addition, prior to April 15, 2007, we may redeem up to 35.0% of the aggregate principal amount of the Subordinated Notes with the proceeds of certain equity offerings, at a redemption price equal to 109.5% of the principal amount. Upon a change of control, as such term is defined in the Indenture, we are required to offer to repurchase all the Subordinated Notes at 101.0% of the principal amount, together with accrued interest and liquidated damages, if any, and obtain the consent of our senior lenders to such payment or repay our indebtedness of our Credit Facilities.

     The Subordinated Notes are unsecured and are subordinate to our existing and future senior secured indebtedness, including our Credit Facilities, structurally subordinated to existing and future indebtedness of our non-guarantor subsidiaries, rank equally with any unsecured senior subordinated indebtedness and senior to our existing and future subordinated indebtedness. Our obligations with respect to the Subordinated Notes, including principal, interest, premium, if any, and liquidated damages, if any, are fully and unconditionally guaranteed on an unsecured, senior subordinated basis by all of our existing and future domestic restricted subsidiaries. Our Canadian operations are not guarantors under the Subordinated Notes.

     The Subordinated Notes contain certain covenants that, in certain circumstances and subject to certain limitations and qualifications, restrict, among other things: (i) the incurrence of additional debt; (ii) the payment of dividends and repurchases of stock; (iii) the issuance of preferred stock and the issuance of stock of our subsidiaries; (iv) certain investments; (v) the repurchase of our Preferred Stock; (vi) transactions with affiliates; and (vii) certain sales of assets.

12. Cumulative Mandatorily Redeemable Preferred Stock

     In May 2003, we issued 55,000 shares of redeemable Preferred Stock (the “Preferred Stock”) to Kelso Investment Associates VI, L.P. and KEP VI, LLC (collectively “Kelso”), pursuant to the terms of an agreement dated as of May 6, 2003, as amended in February 2004, (the “Subscription Agreement”), at a price of $1,000 per share. We also issued to Kelso warrants to purchase 7,150,000 (pre-reverse split) shares of our common stock for $3.00 (pre-reverse split) per share. The warrants are exercisable at any time until May 6, 2010. The issuance of the Preferred Stock resulted in proceeds of approximately $49.5 million, net of fees of approximately $5.5 million. The shares of Preferred Stock are non-voting. The Preferred Stock entitles the holders to cash dividends of 17³/4% per annum compounding and accruing quarterly in arrears. The liquidation preference approximated $95.1 million as of June 30, 2006. The Preferred Stock entitles the holders to a liquidation preference of $1,000 per share, adjusted for any stock dividend, stock split, reclassification, recapitalization, consolidation or similar event affecting the Preferred Stock, plus the amount of any accrued but unpaid dividends on such share as of any date of determination.

     As we are not permitted to declare and pay cash dividends pursuant to the terms of our Credit Facilities, the dividend payments accrue. The Preferred Stock, including all accrued and unpaid dividends, must be redeemed in full by no later than May 6, 2015. If we do not exercise our option to redeem all of the Preferred Stock by May 6, 2009, Kelso may require us to initiate a sale of our assets to redeem approximately $156.1 million of principal and accrued dividends, on terms acceptable to our board consistent with the exercise of their fiduciary duties. Pursuant to an amendment to the Certificate of Designations of Waste Services dated April 30, 2004, if we determine, after conducting a sale process, that any such sale would not yield sufficient proceeds to repay in full the indebtedness then outstanding under our Credit Facilities and the redemption amount of our Senior Subordinated Notes issued on April 30, 2004, then we may elect to delay such sale. The sale date may be delayed until the earliest to occur of (i) the final maturity date of the Senior Subordinated Notes (April 15, 2014); (ii) the date on which our Credit Facilities and the Senior Subordinated Notes are fully repaid or otherwise satisfied; or (iii) a sale of our assets to a third party. We refer to this date as the delayed sale date. If we do not initiate and complete a sale of our assets within 20 months of initiation of the sale process by the holders of the Preferred Stock, then on notice from the holders of the Preferred Stock, all outstanding Preferred Stock will become due and payable on the first anniversary of the date on which the holders of Preferred Stock gave notice requiring the initiation of a sale process, for a liquidation amount of 1.20 times the liquidation preference of $1,000 per share. If the sale day has been delayed, then we are not required to pay this increased liquidation amount until the delayed sale date.

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WASTE SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

     Also pursuant to the Amended Certificate of Designations, if we become subject to a liquidation or insolvency event (as such terms are defined in our Amended and Restated Credit Agreement dated April 30, 2004) or in the event of a change of control (as such term is defined in the Amended Certificate of Designations), all payments and other distributions to holders of Preferred Stock will be subordinate to the repayment in full of our Credit Facilities. This provision does not prohibit any accrual or increase in the dividend rate or in the liquidation preference of the Preferred Stock as provided for in the Amended Certificate of Designations, or the distribution of additional shares or other equity securities to the holders of Preferred Stock, so long as such additional shares or other equity securities are subject to at least equivalent subordination provisions. In addition, the Amended Certificate of Designations prohibits us from making any payment or distribution to the holders of Preferred Stock in the event of a sale of our assets, or the exercise by the holders of the Preferred Stock of their right to require payment of the liquidation amount of their shares as a result of the failure to consummate a sale of our assets as described in the preceding paragraph, unless such payment or distribution is expressly permitted pursuant to the terms of the agreement then governing our Credit Facilities.

13. Commitments and Contingencies

Environmental Risks

     We are subject to liability for environmental damage that our solid waste facilities may cause, including damage to neighboring landowners or residents, particularly as a result of the contamination of soil, groundwater or surface water, including damage resulting from conditions existing prior to our acquisition of such facilities. Pollutants or hazardous substances whose transportation, treatment, or disposal was arranged by us or our predecessors, may also subject us to liability for any off-site environmental contamination caused by these pollutants or hazardous substances.

     Any substantial liability for environmental damage incurred by us could have a material adverse effect on our financial condition, results of operations or cash flows. As of the date of these condensed consolidated financial statements, we estimate the range of reasonably possible losses related to environmental matters to be insignificant and we are not aware of any such environmental liabilities that would be material to our operations or financial condition.

Legal Proceedings

     In the normal course of our business and as a result of the extensive governmental regulation of the solid waste industry, we may periodically become subject to various judicial and administrative proceedings involving federal, state, provincial or local agencies. In these proceedings, an agency may seek to impose fines on us or revoke or deny renewal of an operating permit or license held by us. From time to time, we may also be subject to actions brought by citizens’ groups, adjacent landowners or residents in connection with the permitting and licensing of transfer stations and landfills or allegations related to environmental damage or violations of the permits and licenses pursuant to which we operate. In addition, we may become party to various claims and suits for alleged damages to persons and property, alleged violations of certain laws and alleged liabilities arising out of matters occurring during the normal operation of a waste management business.

     During the second quarter of 2006, we resolved the litigation commenced by Waste Management, Inc. (“Waste Management”) against our President and Chief Operating Officer, Charles A. Wilcox, for breach of his employment contract and against us, claiming, among other things, tortious interference with contractual relations. In the settlement, we and Mr. Wilcox agreed to a final judgment entered in favor of Waste Management and to pay Waste Management the sum of $0.1 million. As a result of the settlement, Mr. Wilcox is no longer subject to any restrictions on his employment activities for us.

     In March 2005, we filed a Complaint against Waste Management in the U.S. District Court in the Middle District of Florida (Orlando). The Complaint alleges that Waste Management sought to prevent us from establishing ourselves as an effective competitor to Waste Management in the State of Florida, by tortiously interfering with our business relationships and committing antitrust violations under both federal and Florida law. We are seeking in excess of $25.0 million in damages against Waste Management. If we are successful in our suit under antitrust laws, Waste Management could be liable for treble damages, or in excess of $75.0 million.

     Except for the settlement previously described, no provision has been made in these financial statements for the above matters. We do not currently believe that the possible losses in respect of all or any of these matters would have a material adverse impact on our business, financial condition, results of operations or cash flows.

Surety Bonds, Letters of Credit and Insurance

     Municipal solid waste service contracts and permits and licenses to operate transfer stations, landfills and recycling facilities may

17

WASTE SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

require performance or surety bonds, letters of credit or other means of financial assurance to secure contractual performance. As of June 30, 2006 and December 31, 2005, we had provided customers and various regulatory authorities with such bonds and letters of credit amounting to approximately $74.0 million and $65.5 million, respectively, to collateralize our obligations.

     Our domestic based automobile, general liability and workers’ compensation insurance coverage is subject to certain deductible limits. We retain up to $0.5 million and $0.25 million of risk per claim, plus claims handling expense under our workers’ compensation and our auto and general liability insurance programs, respectively. Claims in excess of such deductible levels are fully insured subject to our policy limits. However, we have a limited claims history for our U.S. operations and it is reasonably possible that recorded reserves may not be adequate to cover future payments of claims. Adjustments, if any, to our reserves will be reflected in the period in which the adjustments are known. As of June 30, 2006, and included in the $74.0 million of bonds and letters of credit previously discussed, we have posted a letter of credit with our U.S. insurer of approximately $9.3 million to secure the liability for losses within the deductible limit.

     The changes in insurance reserves for our U.S. operations for the six months ended June 30, 2006 and 2005 are as follows (unaudited):

	Six Months Ended June 30,
	2006			2005
Balance, beginning of period	$	4,356		$	2,426
Provisions		2,575			1,868
Payments		(1,317	)		(428	)
Favorable claim development		(315	)		(279	)
Balance, end of period	$	5,299		$	3,587

Disposal Agreement

     We have entered into a put or pay disposal agreement with RCI Environment Inc., Centres de Transbordement et de Valorisation Nord Sud Inc., RCM Environnement Inc. (collectively the “RCI Companies”) and Intersan Inc. pursuant to which we have posted a letter of credit for C$4.0 million to secure our obligations and those of the RCI Companies to Intersan Inc. Concurrently with the put or pay disposal agreement with the RCI Companies, we entered into a three year agreement with Waste Management of Canada Corporation (formerly Canadian Waste Services Inc.) to allow us to deliver non-hazardous solid waste to their landfill in Michigan, which has now expired. On January 17, 2006, Waste Management drew C$0.3 million against the letter of credit posted by us to secure RCI’s obligations, as such we have provided for the draw as of December 31, 2005. The companies within the RCI group are controlled by a director of ours and/or individuals related to that director. Details of these agreements are further described in our annual financial statements for the year ended December 31, 2005, as filed on Form 10-K.

Other Contractual Arrangements

     During December 2003, we issued common shares as part of the purchase price of an acquisition. In connection with this acquisition, we entered into a reimbursement agreement whereby for a period of one year after the second anniversary of the closing date, we will reimburse the seller for the loss on sale of shares below $4.75 (pre-reverse split) per share. During the first quarter of 2006, we received a claim for reimbursement under the agreement of $0.9 million, which was charged to additional paid-in capital.

     From time to time and in the ordinary course of business we may enter into certain acquisitions whereby we will also enter into a royalty agreement. These agreements are usually based upon the amount of waste deposited at our landfill sites or in certain instances our transfer stations. Royalties are expensed as incurred and recognized as a cost of operations.

14. Authorized Capital Stock and Migration Transaction

Total Shares

     As of June 30, 2006, we were authorized to issue a total of 171,666,666 shares of capital stock consisting of:

• 166,666,666 shares of common stock, par value 0.01 per share; and

18

WASTE SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

• 5,000,000 shares of preferred stock, par value 0.01 per share, of which 100,000 shares have been designated as Series A Preferred Stock and one share has been designated as Special Voting Preferred Stock.

Preferred Stock

     The Series A Preferred Stock with a par value of $0.01 per share and a liquidation preference of $1,000.00 per share, have the powers, preferences and other special rights and the qualifications, limitations and restrictions that are set forth in the Certificate of Designations of Series A Preferred Stock as amended. 55,000 shares of Series A Preferred Stock are currently outstanding. The Special Voting Preferred Stock has the rights, preference, and limitations set forth in the Amended Certificate of Designation of Special Voting Preferred Stock. One share of Special Voting Preferred Stock is presently outstanding.

Migration Transaction

     Effective July 31, 2004, we entered into a migration transaction by which our corporate structure was reorganized so that Waste Services became the ultimate parent company of our corporate group. Prior to the migration transaction, we were a subsidiary of Waste Services (CA). After the migration transaction, Waste Services (CA) became our subsidiary.

     The migration transaction occurred by way of a plan of arrangement under the Business Corporations Act (Ontario) and consisted primarily of: (i) the exchange of 87,657,035 common shares of Waste Services (CA) for 87,657,035 (pre-reverse split) shares of our common stock; and (ii) the conversion of the remaining 9,229,676 common shares of Waste Services (CA) held by non-U.S. residents who elected to receive exchangeable shares into 9,229,676 exchangeable shares of Waste Services (CA). The transaction was approved by the Ontario Superior Court of Justice on July 30, 2004 and by our shareholders at a special meeting held on July 27, 2004.

     The terms of the exchangeable shares of Waste Services (CA) are the economic and functional equivalent of our common stock. Holders of exchangeable shares: (i) will receive the same dividends as holders of shares of our common stock, and (ii) will be entitled to vote on the same matters as holders of shares of our common stock. Such voting is accomplished through the one share of Special Voting Preferred Stock held by Computershare Trust Company of Canada as trustee, who will vote on the instructions of the holders of the exchangeable shares (one-third of one vote for each exchangeable share). As such, the exchangeable shares are classified as part of our equity.

     Upon the occurrence of certain events, such as the liquidation of Waste Services (CA), or after the redemption date, our Canadian holding company, Capital Environmental Holdings Company will have the right to purchase each exchangeable share for one-third of a share of our common stock, plus all declared and unpaid dividends on the exchangeable share and payment for any fractional shares resulting from the reverse stock split of our common stock, on the same basis as holders of our common stock received payment for their fractional shares. Unless certain events occur, such redemption date will not be earlier than December 31, 2016. Holders of exchangeable shares also have the right at any time at their option, to exchange their exchangeable shares for shares of our common stock, on the basis of one-third of a share of common stock for each one exchangeable share.

15. Comprehensive Income (Loss)

     Comprehensive income (loss) includes the effects of foreign currency translation. Comprehensive income (loss) for the three and six months ended June 30, 2006 and 2005 is as follows (unaudited):

	Three Months Ended June 30,						Six Months Ended June 30,
	2006			2005			2006			2005
Net loss	$	(11,074	)	$	(14,514	)	$	(29,839	)	$	(28,781	)
Foreign currency translation adjustment		8,136			(3,613	)		7,401			(3,611	)
Comprehensive loss	$	(2,938	)	$	(18,127	)	$	(22,438	)	$	(32,392	)

16. Segment Information

     We have determined our operating and reporting segments pursuant to the requirements of SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information” (“SFAS 131”). In making this determination, we considered our organization/reporting structure and the information used by our chief operating decision makers to make decisions about resource

19

WASTE SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

allocation and performance assessment. We are organized along geographic locations or regions within the U.S. and Canada. Our Canadian operations are organized between two regions, Eastern and Western Canada while the U.S. is organized into Florida, Texas and Arizona. As previously discussed, we have entered into a definitive agreement whereby we plan to divest of our Arizona operations, as such the results of our Arizona operations are presented as discontinued operations and are not included in the segment data presented herein.

     We believe our Canadian geographic segments meet the “Aggregation Criteria” set forth in SFAS 131 for the following reasons: (i) these segments are economically similar, (ii) the nature of the service, waste collection and disposal, is the same and transferable across locations; (iii) the type and class of customer is consistent among regions/districts; (iv) the methods used to deliver services are essentially the same (e.g. containers collect waste at market locations and trucks collect and transfer waste to landfills); and (v) the regulatory environment is consistent within Canada. We do not have significant (in volume or dollars) inter-segment related transactions. We have reflected both of our domestic corporate and Canadian corporate offices as “Corporate.”

     Summarized financial information concerning our reportable segments as of and for the three and six months ended June 30, 2006 and 2005 is as follows:

	Three Months Ended June 30, 2006
					All Other
	Florida		Canada		Operations			Corporate			Total
Revenue	$	52,637	$	47,843	$	1,107		$	—		$	101,587
Depreciation, depletion and amortization		5,581		3,792		407			373			10,153
Income (loss) from operations		7,284		7,755		(101	)		(10,114	)		4,824
Capital expenditures		2,918		9,655		302			292			13,167

	Three Months Ended June 30, 2005
					All Other
	Florida		Canada		Operations			Corporate			Total
Revenue	$	47,055	$	41,134	$	664		$	—		$	88,853
Depreciation, depletion and amortization		4,943		4,497		240			359			10,039
Income (loss) from operations		2,340		5,821		(274	)		(6,960	)		927
Capital expenditures		5,514		4,858		9			774			11,155

	Six Months Ended June 30, 2006
					All Other
	Florida		Canada		Operations			Corporate			Total
Revenue	$	101,030	$	86,934	$	2,183		$	—		$	190,147
Depreciation, depletion and amortization		10,855		7,480		777			758			19,870
Income (loss) from operations		12,788		12,379		(232	)		(24,414	)		521
Capital expenditures		10,260		13,178		1,262			814			25,514

	Six Months Ended June 30, 2005
					All Other
	Florida		Canada		Operations			Corporate			Total
Revenue	$	93,559	$	77,278	$	923		$	—		$	171,760
Depreciation, depletion and amortization		9,653		8,392		389			622			19,056
Income (loss) from operations		5,840		9,820		(666	)		(14,509	)		485
Capital expenditures		8,960		5,893		398			1,293			16,544

17. Condensed Consolidating Financial Statements

     Waste Services is the primary obligor under the Subordinated Notes, however Waste Services has no independent assets or operations, and the guarantees of our domestic restricted subsidiaries are full and unconditional and joint and several with respect to the Subordinated Notes, including principal, interest, premium, if any, and liquidated damages, if any. Presented below are our Condensed Consolidating Balance Sheets as of June 30, 2006 (unaudited) and December 31, 2005 and the related Unaudited Condensed Consolidating Statements of Operations for the three and six months ended June 30, 2006 and 2005 and the Unaudited

20

WASTE SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Condensed Consolidating Statements of Cash Flows for the six months ended June 30, 2006 and 2005 of our guarantor subsidiaries, our U.S. operating and reporting segments, (“Guarantors”) and the subsidiaries which are not guarantors, our Canadian operating and reporting segments (“Non-guarantors”):

	June 30, 2006
			Non-
	Guarantors		Guarantors		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	1,657	$	1,083	$	—		$	2,740
Accounts receivable, net		24,050		28,450		—			52,500
Prepaid expenses and other current assets		2,545		6,062		—			8,607
Current assets of discontinued operations		4,609		—		—			4,609
Total current assets		32,861		35,595		—			68,456
Property and equipment, net		64,234		75,211		—			139,445
Landfill sites, net		171,100		11,147		—			182,247
Goodwill and other intangible assets, net		246,164		91,279		—			337,443
Other assets		9,411		—		—			9,411
Due from affiliates		—		10,907		(10,907	)		—
Investment in subsidiary		183,574		—		(183,574	)		—
Non-current assets of discontinued operations		51,057		—		—			51,057
Total assets	$	758,401	$	224,139	$	(194,481	)	$	788,059
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	16,011	$	14,821	$	—		$	30,832
Accrued expenses and other current liabilities		30,208		12,658		—			42,866
Short-term financing and current portion of long-term debt		1,677		—		—			1,677
Current liabilities of discontinued operations		1,997		—		—			1,997
Total current liabilities		49,893		27,479		—			77,372
Long-term debt		315,220		—		—			315,220
Accrued closure, post-closure and other obligations		17,627		13,086		—			30,713
Cumulative mandatorily redeemable Preferred Stock		95,128		—		—			95,128
Due to affiliates		10,907		—		(10,907	)		—
Non-current liabilities of discontinued operations		287		—		—			287
Total liabilities		489,062		40,565		(10,907	)		518,720
Shareholders’ equity:
Common stock of Waste Services, Inc		340		—		—			340
Other equity		268,999		183,574		(183,574	)		268,999
Total shareholders’ equity		269,339		183,574		(183,574	)		269,339
Total liabilities and shareholders’ equity	$	758,401	$	224,139	$	(194,481	)	$	788,059

21

WASTE SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	December 31, 2005
			Non-
	Guarantors		Guarantors		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	3,680	$	5,206	$	—		$	8,886
Accounts receivable, net		21,236		24,145		—			45,381
Prepaid expenses and other current assets		1,969		8,094		—			10,063
Current assets of discontinued operations		5,252		—		—			5,252
Total current assets		32,137		37,445		—			69,582
Property and equipment, net		53,576		65,909		—			119,485
Landfill sites, net		146,398		10,100		—			156,498
Goodwill and other intangible assets, net		221,674		86,195		—			307,869
Other assets		10,263		13,553		—			23,816
Due from affiliates		—		2,295		(2,295	)		—
Investment in subsidiary		177,882		—		(177,882	)		—
Non-current assets of discontinued operations		51,139		—		—			51,139
Total assets	$	693,069	$	215,497	$	(180,177	)	$	728,389
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	14,473	$	11,486	$	—		$	25,959
Accrued expenses and other current liabilities		26,276		12,789		—			39,065
Short-term financing and current portion of long-term debt		1,365		—		—			1,365
Current liabilities of discontinued operations		1,827		—		—			1,827
Total current liabilities		43,941		24,275		—			68,216
Long-term debt		284,850		—		—			284,850
Accrued closure, post-closure and other obligations		12,311		13,340		—			25,651
Cumulative mandatorily redeemable Preferred Stock		84,971		—		—			84,971
Due to affiliates		2,295		—		(2,295	)		—
Non-current liabilities of discontinued operations		210		—		—			210
Total liabilities		428,578		37,615		(2,295	)		463,898
Shareholders’ equity:
Common stock of Waste Services, Inc		937		—		—			937
Other equity		263,554		177,882		(177,882	)		263,554
Total shareholders’ equity		264,491		177,882		(177,882	)		264,491
Total liabilities and shareholders’ equity	$	693,069	$	215,497	$	(180,177	)	$	728,389

22

WASTE SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Three Months Ended June 30, 2006
				Non-
	Guarantors			Guarantors		Eliminations			Consolidated
Revenue	$	53,744		$	47,843	$	—		$	101,587
Operating and other expenses:
Cost of operations (exclusive of depreciation, depletion and amortization)		37,234			32,766		—			70,000
Selling, general and administrative expense (exclusive of depreciation, depletion and amortization)		8,634			5,729		—			14,363
Depreciation, depletion and amortization		5,999			4,154		—			10,153
Foreign exchange gain and other		85			2,162		—			2,247
Equity earnings in investees		(1,017	)		—		1,017			—
Income from operations		2,809			3,032		(1,017	)		4,824
Interest expense		7,704			121		—			7,825
Cumulative mandatorily redeemable preferred stock dividends and amortization of issue costs		4,841			—		—			4,841
Loss from continuing operations before income taxes		(9,736	)		2,911		(1,017	)		(7,842	)
Income tax provision		1,474			1,894		—			3,368
Net loss from continuing operations		(11,210	)		1,017		(1,017	)		(11,210	)
Net income from discontinued operations		136			—		—			136
Net income (loss) attributable to Common Shareholders	$	(11,074	)	$	1,017	$	(1,017	)	$	(11,074	)

23

WASTE SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Three Months Ended June 30, 2005
				Non-
	Guarantors			Guarantors			Eliminations			Consolidated
Revenue	$	47,719		$	41,134		$	—		$	88,853
Operating and other expenses:
Cost of operations (exclusive of depreciation, depletion and amortization)		36,983			27,532			—			64,515
Selling, general and administrative expense (exclusive of depreciation, depletion and amortization)		7,663			5,708			—			13,371
Depreciation, depletion and amortization		5,231			4,808			—			10,039
Foreign exchange gain and other		29			(28	)		—			1
Equity earnings in investees		(1,417	)		—			1,417			—
Income (loss) from operations		(770	)		3,114			(1,417	)		927
Interest expense		7,126			47			—			7,173
Cumulative mandatorily redeemable preferred stock dividends and amortization of issue costs		5,114			—			—			5,114
Loss from continuing operations before income taxes		(13,010	)		3,067			(1,417	)		(11,360	)
Income tax provision		1,363			1,650			—			3,013
Net loss from continuing operations		(14,373	)		1,417			(1,417	)		(14,373	)
Net loss from discontinued operations		(141	)		—			—			(141	)
Net income (loss) attributable to Common Shareholders	$	(14,514	)	$	1,417		$	(1,417	)	$	(14,514	)

24

WASTE SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Six Months Ended June 30, 2006
				Non-
	Guarantors			Guarantors			Eliminations			Consolidated
Revenue	$	103,213		$	86,934		$	—		$	190,147
Operating and other expenses:
Cost of operations (exclusive of depreciation, depletion and amortization)		72,388			59,990			—			132,378
Selling, general and administrative expense (exclusive of depreciation, depletion and amortization)		17,799			11,801			—			29,600
Deferred acquisition costs		439			5,173			—			5,612
Depreciation, depletion and amortization		11,653			8,217			—			19,870
Foreign exchange gain and other		140			2,026			—			2,166
Equity earnings in investees		1,991			—			(1,991	)		—
Income (loss) from operations		(1,197	)		(273	)		1,991			521
Interest expense		14,663			217			—			14,880
Cumulative mandatorily redeemable preferred stock dividends and amortization of issue costs		10,537			—			—			10,537
Loss from continuing operations before income taxes		(26,397	)		(490	)		1,991			(24,896	)
Income tax provision		2,839			1,501			—			4,340
Net loss from continuing operations		(29,236	)		(1,991	)		1,991			(29,236	)
Net loss from discontinued operations		(603	)		—			—			(603	)
Net loss attributable to Common Shareholders	$	(29,839	)	$	(1,991	)	$	1,991		$	(29,839	)

25

WASTE SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Six Months Ended June 30, 2005
				Non-
	Guarantors			Guarantors			Eliminations			Consolidated
Revenue	$	94,482		$	77,278		$	—		$	171,760
Operating and other expenses:
Cost of operations (exclusive of depreciation, depletion and amortization)		72,301			52,515			—			124,816
Selling, general and administrative expense (exclusive of depreciation, depletion and amortization)		16,037			11,550			—			27,587
Depreciation, depletion and amortization		10,109			8,947			—			19,056
Foreign exchange gain and other		—			(184	)		—			(184	)
Equity earnings in investees		(1,692	)		—			1,692			—
Income (loss) from operations		(2,273	)		4,450			(1,692	)		485
Interest expense		13,844			154			—			13,998
Cumulative mandatorily redeemable preferred stock dividends and amortization of issue costs		9,956			—			—			9,956
Loss from continuing operations before income taxes		(26,073	)		4,296			(1,692	)		(23,469	)
Income tax provision		2,726			2,604			—			5,330
Net loss from continuing operations		(28,799	)		1,692			(1,692	)		(28,799	)
Net income from discontinued operations		18			—			—			18
Net income (loss) attributable to Common Shareholders	$	(28,781	)	$	1,692		$	(1,692	)	$	(28,781	)

26

WASTE SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Six Months Ended June 30, 2006
				Non-
	Guarantors			Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net cash provided by operating activities	$	2,451		$	15,020		$	—		$	17,471
Cash flows from investing activities:
Cash used in business combinations and significant asset acquisitions, net of cash acquired		(26,415	)		(2,528	)		—			(28,943	)
Capital expenditures		(11,732	)		(13,782	)		—			(25,514	)
Proceeds from asset sales and business divestitures		4,182			347			—			4,529
Share reimbursement agreement		(929	)		—			—			(929	)
Intercompany		—			(2,955	)		2,955			—
Net cash used in continuing operations		(34,894	)		(18,918	)		2,955			(50,857	)
Net cash used in discontinued operations		(2,107	)		—			—			(2,107	)
Net cash used in investing activities		(37,001	)		(18,918	)		2,955			(52,964	)
Cash flows from financing activities:
Proceeds from issuance of debt and draws on revolving credit facility		34,000			2,197			—			36,197
Principal repayments of debt and capital lease obligations		(4,376	)		(2,662	)		—			(7,038	)
Proceeds from the exercise of options and warrants		86			—						86
Fees paid for financing transactions		(138	)		—			—			(138	)
Intercompany		2,955			—			(2,955	)		—
		32,527			(465	)		(2,955	)		29,107
Effect of exchange rate changes on cash and cash equivalents		—			240			—			240
Decrease in cash and cash equivalents		(2,023	)		(4,123	)		—			(6,146	)
Cash and cash equivalents, beginning of period		3,680			5,206			—			8,886
Cash and cash equivalents, end of period	$	1,657		$	1,083		$	—		$	2,740

27

WASTE SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Six Months Ended June 30, 2005
				Non-
	Guarantors			Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net cash provided by operating activities	$	(5,085	)	$	15,094		$	—		$	10,009
Cash flows from investing activities:
Cash used in business combinations and significant asset acquisitions, net of cash acquired		(150	)		—			—			(150	)
Capital expenditures		(9,363	)		(7,181	)		—			(16,544	)
Proceeds from asset sales and business divestitures		314			322			—			636
Deposits for business acquisitions and other		23			(714	)		—			(691	)
Intercompany		—			(6,715	)		6,715			—
Net cash used in continuing operations		(9,176	)		(14,288	)		6,715			(16,749	)
Net cash used in discontinued operations		(3,643	)		—			—			(3,643	)
Net cash used in investing activities		(12,819	)		(14,288	)		6,715			(20,392	)
Cash flows from financing activities:
Principal repayments of debt and capital lease obligations		(581	)		(249	)		—			(830	)
Sale of common shares and warrants		7,125			—			—			7,125
Proceeds from the exercise of options and warrants		521			—						521
Intercompany		6,715			—			(6,715	)		—
		13,780			(249	)		(6,715	)		6,816
Effect of exchange rate changes on cash and cash equivalents		—			(133	)		—			(133	)
Increase (decrease) in cash and cash equivalents		(4,124	)		424			—			(3,700	)
Cash and cash equivalents, beginning of period		6,192			2,284			—			8,476
Cash and cash equivalents, end of period	$	2,068		$	2,708		$	—		$	4,776

28

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

     The following discussion should be read in conjunction with the Unaudited Condensed Consolidated Financial Statements and Notes thereto included elsewhere herein as well as our annual report on Form 10-K for the year ended December 31, 2005, as filed with the Securities and Exchange Commission, including the factors set forth in the section titled “Disclosure Regarding Forward-Looking Statements” and factors affecting future results as well as our other filings made with the Securities and Exchange Commission.

Overview

     We are a multi-regional, integrated solid waste services company, providing collection, transfer, landfill disposal and recycling services for commercial, industrial and residential customers. Our operating strategy is disposal-based, whereby we enter geographic markets with attractive growth or positive competitive characteristics by acquiring and developing landfill disposal capacity, then acquiring and developing waste collection and transfer operations. Our operations are located in the United States and Canada. Our U.S. operations are located in Florida, Texas and Arizona and our Canadian operations are located in Eastern Canada (Ontario) and Western Canada (Alberta, Saskatchewan and British Columbia). During the current quarter, we have presented our Arizona operations as discontinued.

Sources of Revenue

     Our revenue consists primarily of fees charged to customers for solid waste collection, landfill disposal, transfer and recycling services.

     We derive our collection revenue from services provided to commercial, industrial and residential customers. Collection services are generally performed under service agreements or pursuant to contracts with municipalities. We recognize revenue when services are rendered. Amounts billed to customers prior to providing the related services are reflected as deferred revenue and reported as revenue in the periods in which the services are rendered.

     We provide collection services for commercial and industrial customers generally under one to five year service agreements. We determine the fees we charge our customers based on a variety of factors, including collection frequency, level of service, route density, the type, volume and weight of the waste collected, type of equipment and containers furnished, the distance to the disposal or processing facility, the cost of disposal or processing and prices charged by competitors for similar services. Our contracts with commercial and industrial customers typically allow us to pass on increased costs resulting from variable items such as disposal and fuel costs and surcharges. Our ability to pass on cost increases is however, sometimes limited by the terms of our contracts.

     We provide residential waste collection services through a variety of contractual arrangements, including contracts with municipalities, owners and operators of large residential complexes, mobile home parks and homeowners associations or through subscription arrangements with individual homeowners. Our contracts with municipalities are typically for a term of three to ten years and contain a formula, generally based on a predetermined published price index, for adjustments to fees to cover increases in some, but not all, of our operating costs. Certain of our contracts with municipalities contain renewal provisions. The fees we charge for residential solid waste collection services provided on a subscription basis are based primarily on route density, the frequency and level of service, the distance to the disposal or processing facility, the cost of disposal or processing and prices we charge in the market for similar services.

     We charge our landfill and transfer station customers a tipping fee per ton or per cubic yard basis for disposing of their solid waste at our transfer stations and landfills. We generally base our landfill tipping fees on market factors and the type and weight of, or volume of the waste deposited. We generally base our transfer station tipping fees on market factors and the cost of processing the waste deposited at the transfer station, the cost of transporting the waste to a disposal facility and the cost of disposal.

     Material recovery facilities generate revenue from the sale of recyclable commodities. In an effort to reduce our exposure to commodity price fluctuations on recycled materials, where competitive pressures permit, we charge collection or processing fees for recycling volume collected from our customers. We may also manage our exposure to commodity price fluctuations through the use of commodity brokers who will arrange for the sale of recyclable materials from our collection operations to third party purchasers.

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Expense Structure

     Our cost of operations primarily includes tipping fees and related disposal costs, labor and related benefit costs, equipment maintenance, fuel, vehicle, liability and workers’ compensation insurance and landfill capping, closure and post-closure costs. Our strategy is to create vertically integrated operations where possible, using transfer stations to link collection operations with our landfills to increase internalization of our waste volume. Internalization lowers our disposal costs by allowing us to eliminate tipping fees otherwise paid to third party landfill or transfer station operators. We believe that internalization provides us with a competitive advantage by allowing us to be a low cost provider in our markets. We expect that our internalization will gradually increase over time as we develop our network of transfer stations and maximize delivery of collection volumes to our landfill sites.

     In markets where we do not have our own landfills, we seek to secure disposal arrangements with municipalities or private owners of landfills or transfer stations. In these markets, our ability to maintain competitive prices for our collection services is generally dependent upon our ability to secure competitive disposal pricing. If owners of third party disposal sites discontinue our arrangements, we would have to seek alternative disposal sites which could impact our profitability and cash flow. In addition, if third party disposal sites increase their tipping fees and we are unable to pass these increases on to our collection customers, our profitability and cash flow would be negatively impacted.

     We believe that the age and condition of our vehicle fleet has a significant impact on operating costs, including, but not limited to, repairs and maintenance, insurance and driver training and retention costs. Through capital investment, we seek to maintain an average fleet age of approximately six years. We believe that this enables us to best control our repair and maintenance costs, safety and insurance costs and employee turnover related costs.

     Selling, general and administrative expenses include managerial costs, information systems, sales force, administrative expenses and professional fees.

     Depreciation, depletion and amortization includes depreciation of fixed assets over their estimated useful lives using the straight-line method, depletion of landfill costs, including capping, closure and post-closure obligations using the units-of-consumption method, and amortization of intangible assets including customer relationships and contracts and covenants not-to-compete, which are amortized over the expected life of the benefit to be received from such intangibles.

     We capitalize certain third party costs related to pending acquisitions or development projects. These costs remain deferred until we cease to be engaged on a regular and ongoing basis with completion of the proposed acquisition, at which point they are charged to current earnings. In the event that the target is acquired, these costs are incorporated in the cost of the acquired business. We expense indirect and internal costs including executive salaries, overhead and travel costs related to acquisitions as they are incurred.

Recent Developments

     On July 20, 2006, we announced the execution of definitive agreements with Allied Waste Industries, Inc. (“Allied Waste”) whereby we will (i) purchase Allied Waste’s hauling, transfer station and recycling operations in Miami, Florida for $61.0 million with an additional contingent payment of $2.0 million due upon the successful renewal of a certain municipal recycling contract and (ii) sell our Arizona hauling, transfer station and landfill operations to Allied Waste for $53.0 million. Accordingly, we have presented the net assets and operations of Arizona as discontinued operations for all periods presented. Revenue from discontinued operations was $7.5 million and $6.5 million for the three months ended June 30, 2006 and 2005, respectively, and $14.5 million and $12.6 million for the six months ended June 30, 2006 and 2005, respectively. Pre-tax net income (loss) from discontinued operations was $0.1 million and $(0.1) million for the three months ended June 30, 2006 and 2005, respectively, and $(0.6) million and nil for the six months ended June 30, 2006 and 2005, respectively. Net assets related to discontinued operations as of June 30, 2006 were $53.4 million.

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     In June 2006, we completed the acquisition of Sun Country Materials, LLC (“Sun Country Materials”) in Hillsborough County, Florida. The purchase price for Sun Country Materials consisted of $5.0 million in cash and the issuance of 4,013,378 (pre-reverse split) shares of common stock of Waste Services valued at approximately $12.4 million. Sun Country Materials owns a construction and demolition landfill located in Hillsborough County, Florida, and the site has recently been issued an expansion permit.

     In May 2006, we completed the acquisition of Liberty Waste, LLC (“Liberty Waste”) in Tampa, Florida. The purchase price for Liberty Waste consisted of $8.0 million in cash and the issuance of 1,155,116 (pre-reverse split) shares of common stock of Waste Services valued at approximately $3.6 million. We had previously paid a deposit of $6.0 million in cash and issued 946,372 (pre-reverse split) shares of common stock of Waste Services valued at approximately $2.9 million. Liberty Waste is a collection operation based in Tampa with two transfer stations, one located in Tampa and the other in Clearwater. The transfer stations are both permitted to accept construction and demolition and Class III waste volumes.

     The Liberty Waste and Sun Country Materials acquisitions will compliment our existing operations in the Tampa market. In addition with the acquisition of Sun County, we will be able to internalize our existing construction and demolition waste volumes and those of Liberty Waste into the acquired landfill.

     In April 2006 we completed the acquisition of a materials recovery facility and solid waste transfer station in Taft, Florida (“Taft Recycling”). The purchase price for the facility consisted of $11.3 million in cash and the issuance of 1,269,841 (pre-reverse split) shares of common stock of Waste Services valued at approximately $3.9 million. In addition, upon the issuance of the final operating permit on June 15, 2006, we paid $1.5 million in cash and delivered an additional 1,269,842 (pre-reverse split) shares of common stock of Waste Services valued at approximately $3.7 million, of which 769,842 (pre-reverse split) shares were newly issued and 500,000 (pre-reverse split) shares were transferred from treasury. The acquisition of Taft Recycling will allow us greater access to third party waste volumes that can be disposed at our landfill facility in Osceola County, Florida.

Results of Operations for the Three and Six Months Ended June 30, 2006 and 2005

     Certain of our operations are domiciled in Canada; as such, for each reporting period we translate the results of operations and financial condition of our Canadian operations into U.S. dollars. Therefore, the reported results of our operations and financial condition are subject to changes in the exchange relationship between the two currencies. For example, as the relationship of the

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Canadian dollar strengthens against the U.S. dollar, revenue is favorably affected and conversely expenses are unfavorably affected. Assets and liabilities of Canadian operations are translated from Canadian dollars into U.S. dollars at the exchange rates in effect at the relevant balance sheet dates, and revenue and expenses of Canadian operations are translated from Canadian dollars into U.S. dollars at the average exchange rates prevailing during the period. Unrealized gains and losses on translation of the Canadian operations into U.S. dollars are reported as a separate component of shareholders’ equity and are included in comprehensive income (loss). Separately, monetary assets and liabilities denominated in U.S. dollars held by our Canadian operations are re-measured from U.S. dollars into Canadian dollars and then translated into U.S. dollars. The effects of re-measurement are reported currently as a component of net income (loss). Currently, we do not hedge our exposure to changes in foreign exchange rates.

     Our consolidated results of operations for the three and six months ended June 30, 2006 and 2005 are as follows (in thousands):

	Three Months Ended June 30, 2006
	US		Canada					Total
Revenue	$	53,744		100.0	%	$	47,843		100.0	%	$	101,587	100.0	%
Operating expenses:
Cost of operations		37,234		69.3	%		32,766		68.5	%		70,000	68.9	%
Selling, general and administrative expense		8,634		16.1	%		5,729		12.0	%		14,363	14.1	%
Depreciation, depletion and amortization		5,999		11.2	%		4,154		8.7	%		10,153	10.0	%
Foreign exchange loss and other		85		0.1	%		2,162		4.5	%		2,247	2.3	%
Income from operations	$	1,792		3.3	%	$	3,032		6.3	%	$	4,824	4.7	%

	Three Months Ended June 30, 2005
	US			Canada						Total
Revenue	$	47,719			100.0	%	$	41,134			100.0	%	$	88,853	100.0	%
Operating expenses:
Cost of operations		36,983			77.5	%		27,532			66.9	%		64,515	72.6	%
Selling, general and administrative expense		7,663			16.1	%		5,708			13.9	%		13,371	15.0	%
Depreciation, depletion and amortization		5,231			11.0	%		4,808			11.7	%		10,039	11.4	%
Foreign exchange loss (gain) and other		29			0.0	%		(28	)		-0.1	%		1	0.0	%
Income (loss) from operations	$	(2,187	)		-4.6	%	$	3,114			7.6	%	$	927	1.0	%

	Six Months Ended June 30, 2006
	US		Canada						Total
Revenue	$	103,213		100.0	%	$	86,934			100.0	%	$	190,147	100.0	%
Operating expenses:
Cost of operations		72,388		70.1	%		59,990			69.0	%		132,378	69.6	%
Selling, general and administrative expense		17,799		17.2	%		11,801			13.6	%		29,600	15.6	%
Impairment of deferred acquisition costs		439		0.4	%		5,173			6.0	%		5,612	3.0	%
Depreciation , depletion and amortization		11,653		11.4	%		8,217			9.4	%		19,870	10.4	%
Foreign exchange loss (gain) and other		140		0.1	%		2,026			2.3	%		2,166	1.1	%
Income (loss) from operations	$	794		0.8	%	$	(273	)		-0.3	%	$	521	0.3	%

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	Six Months Ended June 30, 2005
	US			Canada						Total
Revenue	$	94,482			100.0	%	$	77,278			100.0	%	$	171,760		100.0	%
Operating expenses:
Cost of operations		72,301			76.5	%		52,515			68.0	%		124,816		72.7	%
Selling, general and administrative expense		16,037			17.0	%		11,550			14.9	%		27,587		16.1	%
Depreciation, depletion and amortization		10,109			10.7	%		8,947			11.5	%		19,056		11.0	%
Foreign exchange loss (gain) and other		—			0.0	%		(184	)		-0.2	%		(184	)	-0.1	%
Income (loss) from operations	$	(3,965	)		-4.2	%	$	4,450			5.8	%	$	485		0.3	%

Revenue

     A summary of our revenue is as follows (in thousands):

	Three Months Ended June 30,										Six Months Ended June 30,
	2006					2005					2006					2005
Collection	$	83,196		73.6	%	$	74,109		76.2	%	$	156,846		74.7	%	$	144,057		77.2	%
Landfill disposal		14,005		12.4	%		10,350		10.6	%		26,580		12.7	%		18,068		9.7	%
Transfer station		12,706		11.2	%		9,330		9.6	%		21,015		10.0	%		17,785		9.5	%
Material recovery facilities		2,845		2.5	%		2,835		2.9	%		5,098		2.4	%		5,637		3.0	%
Other specialized services		290		0.3	%		580		0.7	%		440		0.2	%		1,013		0.6	%
		113,042		100.0	%		97,204		100.0	%		209,979		100.0	%		186,560		100.0	%
Intercompany elimination		(11,455	)				(8,351	)				(19,832	)				(14,800	)
	$	101,587				$	88,853				$	190,147				$	171,760

					All Other		Total
Three Months Ended June 30,	Florida		Canada		Operations		Revenue
2006	$	52,637	$	47,843	$	1,107	$	101,587
2005		47,055		41,134		664		88,853

					All Other		Total
Six Months Ended June 30,	Florida		Canada		Operations		Revenue
2006	$	101,030	$	86,934	$	2,183	$	190,147
2005		93,559		77,278		923		171,760

     Revenue was $101.6 million and $88.9 million for the three months ended June 30, 2006 and 2005, respectively, an increase of $12.7 million or 14.3%. The increase in revenue for our Florida operations for the three months ended June 30, 2006 of $5.6 million or 11.9% was driven by price increases of $3.7 million, of which $1.7 million related to fuel surcharges, increased volume at our landfill sites of $3.4 million, acquisitions, net of dispositions, of $1.4 million and other organic volume growth of $0.4 million. Offsetting these increases were net decreases of $3.3 million, primarily related the expiration or assignment of certain lower margin residential collection contracts.

     The increase in revenue for our Canadian operations for the three months ended June 30, 2006 of $6.7 million or 16.3% was due to price increases of $3.0 million, of which $0.7 million related to fuel surcharges, other organic volume growth of $1.5 million, acquisitions of $0.5 million and the favorable effects of foreign exchange movements of $4.6 million. Offsetting these increases were decreases at our landfill sites, primarily due to special waste projects in 2005 that did not recur in 2006 of $1.5 million and decreases related to our the expiration of certain contracts of $1.4 million.

     The increase in revenue for our other operating segments for the three months ended June 30 2006 of $0.4 million or 66.7% was due to increased volume at our landfill sites of $0.3 million and other organic volume growth of $0.1 million.

     Revenue was $190.1 million and $171.8 million for the six months ended June 30, 2006 and 2005, respectively, an increase of $18.3 million or 10.7%. The increase in revenue for our Florida operations for the six months ended June 30, 2006 of $7.5 million or 8.0% was driven by price increases of $6.8 million, of which $2.7 million related to fuel surcharges, increased volume at our landfill sites of $6.5 million, other organic volume growth of $1.1 million and other increases of $0.7 million. Offsetting these increases were net decreases of $7.6 million, primarily related the expiration or assignment of certain lower margin residential collection contracts and dispositions, net of acquisitions, of previously acquired operations.

     The increase in revenue for our Canadian operations for the six months ended June 30, 2006 of $9.7 million or 12.5% was due to price increases of $5.4 million, of which $1.3 million related to fuel surcharges, other organic volume growth of $2.5 million, acquisitions of $0.6 million and the favorable effects of foreign exchange movements of $6.8 million. Offsetting these increases were

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decreases at our landfill sites, primarily due to special waste projects in 2005 that did not recur in 2006 of $2.7 million and decreases related to our the expiration of certain contracts of $2.9 million.

     The increase in revenue for our other operating segments for the six months ended June 30 2006 of $1.3 million or in excess of 100%, was due to increased volume at our landfill sites of $0.7 million and other organic volume growth of $0.6 million.

     Cost of Operations

     Cost of operations was $70.0 million and $64.5 million for the three months ended June 30, 2006 and 2005, respectively, an increase of $5.5 million or 8.5%. As a percentage of revenue, cost of operations was 68.9% and 72.6% for three months ended June 30, 2006 and 2005, respectively.

     The increase in cost of operations for our U.S. operations for the three months ended June 30, 2006 of $0.2 million or 0.7% was driven by higher insurance costs of $0.7 million, increased landfill operating costs related to increased host and royalty fees from increased disposal volumes of $0.6 million, maintenance and repair increases of $0.4 million and increased fuel costs of $0.3 million. Acquisitions in our Florida segment, net of dispositions, increased cost of operations by $0.4 million. Offsetting these cost increases were lower costs for third party disposal due to increased internalization, of $1.6 million and lower labor costs, primarily due to our Florida operations exiting certain lower margin residential collection contracts, of $0.6 million. As a percentage of revenue, cost of operations for our domestic operations was 69.3% and 77.5% for the three months ended June 30, 2006 and 2005, respectively. The improvement in our domestic gross margin is primarily due to increased volumes at our domestic landfill sites, increased internalization and the disposition of certain lower margin residential collection contracts in Florida.

     The increase in cost of operations for our Canadian operations for the three months ended June 30, 2006 of $5.3 million or 19.0% was due to increased disposal volumes, rates and sub-contractor costs of $1.0 million, increased labor costs of $0.6 million, maintenance and repair increases of $0.4 million, increased fuel costs of $0.3 million and the unfavorable effects of foreign exchange movements of $3.1 million, offset by other decreases of $0.1 million. Cost of operations as a percentage of revenue increased to 68.5% from 66.9% for the three months ended June 30, 2006 and 2005, respectively. The decrease in margin is primarily due to lower overall landfill volumes.

     Cost of operations was $132.4 million and $124.8 million for the six months ended June 30, 2006 and 2005, respectively, an increase of $7.6 million or 6.1%. As a percentage of revenue, cost of operations was 69.6% and 72.7% for six months ended June 30, 2006 and 2005, respectively.

     The increase in cost of operations for our U.S. operations for the six months ended June 30, 2006 of $0.1 million or 0.1% was driven by higher landfill operating costs related to increased host and royalty fees from increased disposal volumes of $1.2 million, maintenance and repair increases of $1.1 million, higher insurance costs of $1.0 million, increased fuel costs of $0.7 million and other operating increases of $0.3 million. Offsetting these cost increases were lower costs for third party disposal due to increased internalization, of $2.0 million and lower labor costs, primarily due to our Florida operations exiting certain lower margin residential collection contracts, of $0.7 million. Dispositions in our Florida segment, net of acquisitions completed in the second quarter of 2006, decreased cost of operations by $1.5 million. As a percentage of revenue, cost of operations for our domestic operations was 70.1% and 76.5% for the six months ended June 30, 2006 and 2005, respectively. The improvement in our domestic gross margin is primarily due to increased volumes at our domestic landfill sites, increased internalization and the disposition of certain lower margin residential collection contracts in Florida.

     The increase in cost of operations for our Canadian operations for the six months ended June 30, 2006 of $7.5 million or 14.2% was due to increased disposal volumes, rates and sub-contractor costs of $1.5 million, increased labor costs of $0.6 million, increased fuel costs of $0.5 million, maintenance and repair increases of $0.4 million and the unfavorable effects of foreign exchange movements of $4.7 million, offset by other decreases of $0.2 million. Cost of operations as a percentage of revenue increased to 69.0% from 68.0% for the six months ended June 30, 2006 and 2005, respectively. The decline in margin is primarily due to lower overall landfill volumes.

     Selling, General and Administrative Expense

     Selling, general and administrative expense was $14.4 million and $13.4 million for the three months ended June 30, 2006 and 2005, respectively, an increase of $1.0 million or 7.4%. As a percentage of revenue, selling, general and administrative expense was 14.1% and 15.0% for the three months ended June 30, 2006 and 2005, respectively. The overall increase in selling, general and

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administrative expense is due to increased legal fees of $1.0 million, primarily related to litigation with Waste Management, which is more fully described in the notes to the unaudited condensed consolidated financial statements included elsewhere in this filing, increased salaries and wages of $1.0 million and the unfavorable effects of foreign exchange movements of $0.6 million. Offsetting these increases were decreases in accounting and other professional fees of $0.7 million, primarily related to the re-audit of the Florida Recycling financial statements in 2005, decreased insurance costs of $0.4 million, decreased stock-based compensation expense, inclusive of employees and consultants, of $0.3 million and other net decreases of $0.2 million. As of January 1, 2006 we adopted the fair value recognition provisions of FASB Statement No. 123(R), Share-Based Payment, using the modified-prospective transition method.

     Selling, general and administrative expense was $29.6 million and $27.6 million for the six months ended June 30, 2006 and 2005, respectively, an increase of $2.0 million or 7.3%. As a percentage of revenue, selling, general and administrative expense was 15.6% and 16.1% for the three months ended June 30, 2006 and 2005, respectively. The overall increase in selling, general and administrative expense is due to increased salaries and wages of $1.4 million, increased legal fees of $1.2 million, primarily related to litigation with Waste Management, which is more fully described in the notes to the unaudited condensed consolidated financial statements included elsewhere in this filing, increased stock-based compensation expense, inclusive of employees and consultants of $0.4 million, the unfavorable effects of foreign exchange movements of $0.9 million and other net increases of $0.3 million. Offsetting these increases were decreases in accounting and other professional fees of $1.3 million, primarily related to the re-audit of the Florida Recycling financial statements in 2005 and decreased insurance costs of $0.9 million.

     Deferred Acquisition Costs

     In April 2006, we ceased being actively engaged in negotiations with Lucien Rémillard, one of our directors, concerning the potential acquisition of the solid waste collection and disposal business assets owned by a company controlled by Mr. Rémillard in Quebec, Canada. During the first quarter of 2006, we recognized an expense related to these previously deferred acquisition costs of approximately $5.6 million.

     Depreciation, Depletion and Amortization

     Depreciation, depletion and amortization was $10.2 million and $10.0 million for the three months ended June 30, 2006 and 2005, respectively, an increase of $0.2 million or 1.1%. As a percentage of revenue, depreciation, depletion and amortization was 10.0% and 11.4% for the three months ended June 30, 2006 and 2005, respectively. The overall increase in depreciation, depletion and amortization is primarily attributable to increased disposal volumes at our domestic landfills, offset by lower volumes coupled with a decrease in the overall weighted average depletion rates. The unfavorable effects of foreign exchange movements increased depreciation, depletion and amortization by $0.4 million. Landfill depletion rates for our U.S. landfills ranged from $4.00 to $7.68 per ton and from $3.84 to $8.10 per ton during the three months ended June 30, 2006 and 2005, respectively. Landfill depletion rates for our Canadian landfills ranged from C$2.70 to C$11.82 per tonne and C$2.57 to C$17.80 per tonne during the three months ended June 30, 2006 and 2005, respectively.

     Depreciation, depletion and amortization was $19.9 million and $19.1 million for the six months ended June 30, 2006 and 2005, respectively, an increase of $0.8 million or 4.3%. As a percentage of revenue, depreciation, depletion and amortization was 10.4% and 11.0% for the six months ended June 30, 2006 and 2005, respectively. The overall increase in depreciation, depletion and amortization is primarily attributable to increased disposal volumes at our domestic landfills, offset by lower volumes coupled with a decrease in the overall weighted average depletion rates. The unfavorable effects of foreign exchange movements increased depreciation, depletion and amortization by $0.6 million. Landfill depletion rates for our U.S. landfills ranged from $4.00 to $7.68 per ton and from $3.84 to $8.10 per ton during the six months ended June 30, 2006 and 2005, respectively. Landfill depletion rates for our Canadian landfills ranged from C$2.70 to C$11.82 per tonne and C$2.57 to C$17.80 per tonne during the six months ended June 30, 2006 and 2005, respectively.

     Foreign Exchange Loss (Gain) and Other

     Foreign exchange loss and other was $2.2 million and nil for the three months ended June 30, 2006 and 2005, respectively. The foreign exchange loss relates to the re-measuring of U.S. dollar denominated monetary accounts into Canadian dollars. The increase in loss is primarily due to an increase in a U.S. monetary note receivable due from the U.S. parent to the WSI (CA) subsidiary. Other items primarily relate to gains on sales of equipment.

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     Foreign exchange loss (gain) and other was $2.0 million and $(0.2) million for the six months ended June 30, 2006 and 2005, respectively. The foreign exchange loss (gain) relates to the re-measuring of U.S. dollar denominated monetary accounts into Canadian dollars. Other items primarily relate to gains on sales of equipment. The increase in loss is primarily due to an increase in a U.S. monetary note receivable due from the U.S. parent to the WSI (CA) subsidiary. Other items primarily relate to gains on sales of equipment.

Interest Expense

     The components of interest expense, including cumulative mandatorily redeemable preferred stock dividends and amortization of issue costs, for the three and six months ended June 30, 2006 and 2005 are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2006		2005		2006		2005
Preferred Stock dividends and amortization of issue costs	$	4,841	$	5,114	$	10,537	$	9,956
Credit facility and Subordinated Note interest		6,953		6,445		13,119		12,518
Amortization of debt issue costs		388		361		776		705
Other interest expense		484		367		985		775
	$	12,666	$	12,287	$	25,417	$	23,954

Interest expense was $12.7 million and $12.3 million for the three months ended June 30, 2006 and 2005, respectively, an increase of $0.4 million or 3.1%. Cash interest expense increased $0.6 million for the three months ended June 30, 2006 due to higher prevailing short-term interest rates, higher balances outstanding under our Credit Facilities and commitment fees paid on the new term loan tranche available under our Credit Facilities, offset by the elimination of penalty interest payable on our Subordinated Notes and lower amended rates on our Credit Facilities. The decrease in Preferred Stock dividends and amortization of issue costs was due to issue costs becoming fully amortized during the second quarter of 2006, offset by higher principal amounts outstanding. The weighted average interest rate on Credit Facility borrowings was 8.4% and 7.7% for the three months ended June 30, 2006 and 2005, respectively.

Interest expense was $25.4 million and $24.0 million for the six months ended June 30, 2006 and 2005, respectively, an increase of $1.4 million or 6.1%. Cash interest expense increased $0.8 million for the six months ended June 30, 2006 due to higher prevailing short-term interest rates, higher balances outstanding under our Credit Facilities and commitment fees paid on the new term loan tranche available under our Credit Facilities, offset by the elimination of penalty interest payable on our Subordinated Notes and lower amended rates on our Credit Facilities. The increase in Preferred Stock dividends and amortization of issue costs was due to higher principal amounts outstanding. The weighted average interest rate on Credit Facility borrowings was 8.1% and 7.4% for the six months ended June 30, 2006 and 2005, respectively.

Income Tax Provision

     The provision for income taxes was $3.4 million and $3.0 million for the three months ended June 30, 2006 and 2005, respectively and $4.3 million and $5.3 million for the six months ended June 30, 2006 and 2005, respectively. We recognize a provision for income taxes despite our pre-tax loss due to the tax effect of the non-deductible dividends on our cumulative mandatorily redeemable preferred stock and provisions for foreign taxes. Additionally, due to the lack of operating history relative to our U.S. operations, we have provided a valuation allowance for our net operating loss carry-forwards generated in the U.S.

Liquidity and Capital Resources

     Our principal capital requirements are to fund capital expenditures, and to fund debt service and asset acquisitions. Significant sources of liquidity are cash on hand, working capital, borrowings from our Credit Facilities and proceeds from debt and/or equity issuances. The following discussion should be read in conjunction with the Unaudited Condensed Consolidated Financial Statements and Notes thereto included elsewhere herein.

Senior Secured Credit Facilities

     On April 30, 2004, we entered into new Senior Secured Credit Facilities (the “Credit Facilities”) with a syndicate of lenders. The Credit Facilities consist of a five-year revolving credit facility in the amount of $60.0 million, up to $15.0 million of which is available

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to our Canadian operations, and a seven-year term loan facility in the amount of $100.0 million. The Credit Facilities bear interest based upon a spread over base rate or Eurodollar loans, as defined, at our option. The Credit Facilities are secured by substantially all of the assets of our U.S. restricted subsidiaries. Our Canadian operations guarantee and pledge all of their assets only in support of the portion of the revolving credit facility available to them. Separately, 65% of the common shares of Waste Services’ first tier foreign subsidiaries including Waste Services (CA), are pledged to secure obligations under the Credit Facilities. As of June 30, 2006, there was $8.0 million outstanding on the revolving credit facility and an additional $21.1 million of capacity used to support outstanding letters of credit. As of July 25, 2006, there was $9.3 million outstanding on the revolving credit facility and an additional $20.9 million of capacity used to support outstanding letters of credit.

     As of June 30, 2004, we failed to meet certain of the financial covenants contained in the Credit Facilities. On October 4, 2004, we entered into an amendment to the credit agreement with the administrative agent for the lenders. The amendment included changes to certain of the financial and other covenants contained in the credit facilities and increased the interest rates payable on amounts outstanding by 125 basis points to 450 basis points over Euro dollar loans. Until we met certain target leverage ratios, as defined, availability under the amended revolving credit facility was reduced to $50.0 million, up to $12.5 million of which was available for our Canadian operations. In connection with the amendment, we paid a fee of approximately $0.4 million to our lenders. The amendment also required us to receive an equity investment of at least $7.5 million prior to March 28, 2005. On March 28, 2005 we issued 2,640,845 (pre-reverse split) shares of common stock and 264,085 (pre-reverse split) common stock purchase warrants for net proceeds of approximately $6.8 million in satisfaction of this covenant.

     On October 26, 2005, we entered into an amendment to the Credit Facilities with the administrative agent for the lenders. The amendment, among other items, decreases the current interest rate on our term loan by 125 basis points to 325 basis points over Eurodollar loans. In addition, the amendment restored access under the revolving credit facility to $60.0 million, up to $15.0 million of which is available to our Canadian operations.

     On December 28, 2005, we entered into another amendment to the Credit Facilities, which provided for the incurrence of up to $50.0 million of additional term loans under a new term loan tranche, as provided for under the terms of our existing Credit Facilities. We drew $25.0 million of this facility at close to refinance amounts then outstanding under our existing revolving credit facility. We drew another $23.0 million of this facility during the second quarter of 2006, which was used for the financing of acquisitions that are otherwise permitted under the terms of the Credit Facilities. Availability under this amendment expired in May 2006.

     On June 20, 2006, we further amended our Credit Facilities to provide us with more flexible terms, including the ability to increase our Canadian revolving facility from $15.0 million to $25.0 million in the future, and to allow for the potential redemption of our mandatorily redeemable preferred stock.

     The following table sets forth our financial covenant levels for the current and each of the next four quarters:

			Maximum Consolidated
	Maximum Consolidated		Senior Secured		Minimum Consolidated
Fiscal Quarter	Leverage Ratio		Leverage Ratio		Interest Coverage Ratio
FQ2 2006		5.25:1.00		2.25:1.00		2.00:1.00
FQ3 2006		5.00:1.00		2.25:1.00		2.00:1.00
FQ4 2006		4.75:1.00		2.25:1.00		2.25:1.00
FQ1 2007		4.75:1.00		2.25:1.00		2.25:1.00
FQ2 2007		4.50:1.00		2.25:1.00		2.25:1.00

Senior Subordinated Notes

     On April 30, 2004, we completed a private offering of 9¹/2% Senior Subordinated Notes (“Subordinated Notes”) due 2014 for gross proceeds of $160.0 million. The Subordinated Notes mature on April 15, 2014. Interest on the Subordinated Notes is payable semi-annually on October 15 and April 15.

     In April 2004, we entered into a Registration Rights Agreement with the initial purchaser of the Senior Subordinated Notes in which we agreed to file a registration statement for the exchange of the Senior Subordinated Notes for registered notes with identical terms and have such registration statement declared effective within specified time frames. Prior to the third quarter of 2005 we were

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required to pay liquidated damages to the holders of the notes, as we had not yet complied with these registration requirements. These liquidated damages were expensed as incurred and were payable in cash at the same time as interest payments were due under the notes. During the third quarter of 2005, the registration statement was filed and declared effective, and the exchange offer was commenced and consummated. As of September 28, 2005 we were no longer required to pay liquidated damages.

Equity Placement

     During the first six months of 2006, we issued 8,654,549 (pre-reverse split) shares of our common stock in connection with the Taft Recycling, Liberty Waste and Sun Country Materials acquisitions.

Cumulative Mandatory Redeemable Preferred Stock

     In May 2003, we issued 55,000 shares of cumulative mandatorily redeemable Preferred Stock (the “Preferred Stock”) to Kelso Investment Associates VI, L.P. and KEP VI, LLC (collectively “Kelso”), pursuant to the terms of an agreement dated as of May 6, 2003, as amended in February and June 2004 at a price of $1,000 per share. We also issued to Kelso warrants to purchase 7,150,000 (pre-reverse split) shares of our common stock for $3.00 (pre-reverse split) per share. The warrants are exercisable at any time until May 6, 2010. The issuance of the Preferred Stock resulted in proceeds of approximately $49.5 million, net of fees of approximately $5.5 million. The shares of Preferred Stock are non-voting.

     The Preferred Stock entitles the holders to cash dividends of 17.75% per annum compounding and accruing quarterly in arrears, and to a liquidation preference of $1,000 per share, adjusted for any stock dividend, stock split, reclassification, recapitalization, consolidation or similar event affecting the Preferred Stock, plus the amount of any accrued but unpaid dividends on such shares as of any date of determination. The liquidation preference approximated $95.1 million as of June 30, 2006.

Migration Transaction

     As part of our business strategy to expand into the United States, we entered into a migration transaction that became effective July 31, 2004. Under the migration transaction, our corporate structure was reorganized so that Waste Services, Inc., a Delaware company, became the ultimate parent company of our corporate group. Prior to the migration transaction, we were a subsidiary of Capital. After the migration transaction, Capital, now Waste Services (CA), became our subsidiary.

     The migration transaction occurred by way of a plan of arrangement under the Business Corporations Act (Ontario) and consisted primarily of: (i) the exchange of 87,657,035 common shares of Capital for 87,657,035 (pre-reverse split) shares our of common stock and (ii) the conversion of the remaining 9,229,676 common shares of Capital held by non-US residents who elected to receive exchangeable shares into 9,229,676 exchangeable shares of Waste Services (CA). The transaction was approved by the Ontario Superior Court of Justice on July 30, 2004 and by our shareholders at a special meeting held on July 27, 2004.

Surety Bonds, Letters of Credit and Insurance

     Municipal solid waste services contracts and permits and licenses to operate transfer stations, landfills and recycling facilities may require performance or surety bonds, letters of credit or other means of financial assurance to secure contractual performance. As of June 30, 2006, we had provided customers and various regulatory authorities with such bonds and letters of credit amounting to approximately $74.0 million to collateralize our obligations. The majority of these obligations are renewed on an annual basis.

     Our U.S.-based automobile, general liability and workers’ compensation insurance coverage is subject to certain deductible limits. We retain up to $0.5 million and $0.25 million of risk per claim, plus claims handling expense under our workers’ compensation and our auto and general liability insurance programs, respectively. Claims in excess of such deductible levels are fully insured subject to our policy limits. However, we have a limited claims history for our U.S. operations and it is reasonably possible that recorded reserves may not be adequate to cover future payments of claims. Adjustments, if any, to our reserves will be reflected in the period in which the adjustments are known. As of June 30, 2006 and included in the $74.0 million of bonds and letters of credit discussed previously, we have posted a letter of credit with our U.S. insurer of approximately $9.3 million to secure the liability for losses within the deductible limit.

Cash Flows

     The following discussion relates to the major components of the changes in cash flows for the six months ended June 30, 2006 and 2005.

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Cash Flows from Operating Activities

     Cash provided by operating activities of our continuing operations was $15.9 million and $7.9 million for the six months ended June 30, 2006 and 2005, respectively. The increase in cash provided by operating activities is primarily due to cash generated from operations.

Cash Flows from Investing Activities

     Cash used in investing activities of our continuing operations was $50.9 million and $16.7 million for the six months ended June 30, 2006 and 2005, respectively. The increase in cash used in investing activities is primarily due to increased capital expenditures and business acquisitions. Companywide capital expenditures were $27.6 million and $19.6 million for the six months ended June 30, 2006 and 2005, respectively. The increase in capital expenditures was primarily driven by landfill development costs. We expect our capital expenditures to range from $50.0 million to $55.0 million for all of 2006. Cash used in business acquisitions of $28.9 million for the first six months of 2006 primarily relates to the acquisitions of Taft Recycling, Liberty Waste and Sun Country Materials.

Cash Flows from Financing Activities

     Cash provided by financing activities was $29.1 million and $6.8 million for the six months ended June 30, 2006 and 2005, respectively. The increase in cash flows from financing activities is due primarily to the additional $23.0 million draw on our term loan facility and an $8.0 million net draw on our revolving credit facility, offset by the equity private placement that occurred during the first quarter of 2005.

Off-Balance Sheet Financing

     We have no off-balance sheet debt or similar obligations, other than our letters of credit and performance and surety bonds discussed previously, which are not debt. We have no transactions or obligations with related parties that are not disclosed, consolidated into or reflected in our reported results of operations or financial position. We do not guarantee any third party debt. We have entered into a put or pay disposal agreement with RCI Environment Inc., Centres de Transbordement et de Valorisation Nord Sud Inc., RCM Environnement Inc. (collectively the “RCI Companies”) and Intersan Inc. pursuant to which we have posted a letter of credit for C$4.0 million to secure our obligations and those of the RCI Companies to Intersan Inc. Concurrently with the put or pay disposal agreement with the RCI Companies, we entered into a three year agreement with Waste Management of Canada Corporation (formerly Canadian Waste Services Inc.) to allow us to deliver non-hazardous solid waste to their landfill in Michigan, which has now expired. On January 17, 2006, Waste Management drew C$0.3 million against the letter of credit posted by us to secure RCI’s obligations, as such we provided for the draw as of December 31, 2005. Waste Management has commenced arbitration proceedings in Quebec, Canada seeking to require us to top-up the letter of credit by the C$0.3 million drawn by them in January, 2006. The companies within the RCI group are controlled by a director of ours and/or individuals related to that director. Details of these agreements are further described in our annual financial statements for the year ended December 31, 2005, as filed on Form 10-K.

Landfill Sites

     The following table summarizes the changes in our operating landfill capacity at our continuing operations for the six months ended June 30, 2006 (in thousands of cubic yards):

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	June 30, 2006
	Balance,
	Beginning of							Balance, End of
	Period		Landfills Acquired		Airspace Consumed			Period
United States
Permitted Capacity		70,840		17,042		(1,270	)		86,612
Probable expansion capacity		18,300		—		—			18,300
Total available airspace		89,140		17,042		(1,270	)		104,912
Number of landfill sites		3		1		—			4
Canada
Permitted Capacity		11,878		—		(176	)		11,702
Probable expansion capacity		—		—		—			—
Total available airspace		11,878		—		(176	)		11,702
Number of landfill sites		3		—		—			3
Total
Permitted Capacity		82,718		17,042		(1,446	)		98,314
Probable expansion capacity		18,300		—		—			18,300
Total available airspace		101,018		17,042		(1,446	)		116,614
Number of landfill sites		6		1		—			7

Trend Information

Seasonality

     We expect the results of our Canadian operations to vary seasonally, with revenue typically lowest in the first quarter of the year, higher in the second and third quarters, and lower in the fourth quarter than in the third quarter. The seasonality is attributable to a number of factors. First, less solid waste is generated during the late fall, winter and early spring because of decreased construction and demolition activity. Second, certain operating costs are higher in the winter months because winter weather conditions slow waste collection activities, resulting in higher labor costs, and rain and snow increase the weight of collected waste, resulting in higher disposal costs, which are calculated on a per ton basis. Also, during the summer months, there are more tourists and part-time residents in some of our service areas, resulting in more residential and commercial collection. Consequently, we expect operating income to be generally lower during the winter. The effect of seasonality on our results of operations from our U.S. operations, which are located in warmer climates than our Canadian operations, is less significant than that of our Canadian operations.

New Accounting Pronouncements

     In July 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 Clarifies the accounting for income taxes by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 is effective for fiscal years beginning after December 15, 2006. We expect the adoption of FIN 48 will not have a material effect on our financial position or results of operations.

     Refer to the Notes to the Unaudited Condensed Consolidated Financial Statements for a discussion of other new accounting pronouncements adopted during the year.

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Disclosure Regarding Forward-Looking Statements and Factors Affecting Future Results

     This Form 10-Q contains certain “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. Some of these forward-looking statements include forward-looking phrases such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “foresees,” “intends,” “may,” “should” or “will continue,” or similar expressions or the negatives thereof or other variations on these expressions, or similar terminology, or discussions of strategy, plans or intentions.

     Such statements reflect our current views regarding future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause the actual results, performance or achievements to be materially different from any future results, performance or achievements that forward-looking statements may express or imply, including, among others:

• our substantial indebtedness and the significant restrictive covenants in our various credit facilities and our ability to finance acquisitions with cash on hand, debt or equity offerings;

• our ability to implement a refinancing plan for our mandatorily redeemable preferred stock and to achieve the expected benefits;

• our ability to maintain and perform our financial assurance obligations;

• changes in regulations affecting our business and costs of compliance;

• revocation of existing permits and licenses or the refusal to renew or grant new permits and licenses, which are required to enable us to operate our business or implement our growth strategy;

• our ability to successfully implement our corporate strategy and integrate any acquisitions we undertake;

• our ability to negotiate renewals of existing service agreements at favorable rates;

• our ability to enhance profitability of certain aspects of our operations in markets where we are not internalized through either divestiture or asset swaps;

• costs and risks associated with litigation;

• changes in general business and economic conditions, changes in exchange rates and in the financial markets;

• changes in accounting standards or pronouncements; and

• construction, equipment delivery or permitting delays for our transfer stations or landfills.

     Some of these factors are discussed in more detail in our annual report on Form 10-K, as filed with the Securities and Exchange Commission for the year ended December 31, 2005, included under Item 1A. of the annual report, “Risk Factors”. If one or more of these risks or uncertainties affects future events and circumstances, or if underlying assumptions do not materialize, actual results may vary materially from those described in this Form 10-Q and our annual report as anticipated, believed, estimated or expected, and this could have a material adverse effect on our business, financial condition and the results of our operations. Further, any forward-looking statement speaks only as of the date on which it is made, and except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

     A portion of our operations are domiciled in Canada; as such, we translate the results of our operations and financial condition of our Canadian operations into U.S. dollars. Therefore, the reported results of our operations and financial condition are subject to changes in the exchange relationship between the two currencies. For example, as the relationship of the Canadian dollar strengthens against the U.S. dollar our revenue is favorably affected and conversely our expenses are unfavorably affected. Assets and liabilities of Canadian operations are translated from Canadian dollars into U.S. dollars at the exchange rates in effect at the relevant balance sheet date, and revenue and expenses of Canadian operations are translated from Canadian dollars into U.S. dollars at the average exchange rates prevailing during the period. Unrealized gains and losses on translation of the Canadian operations into U.S. dollars are reported as a separate component of shareholders’ equity and are included in comprehensive income (loss). Separately, monetary assets and liabilities denominated in U.S. dollars held by our Canadian operation are re-measured from U.S. dollars into Canadian dollars and then translated into U.S. dollars. The effects of re-measurement are reported currently as a component of net income (loss). Currently, we do not hedge our exposure to changes in foreign exchange rates. For the six months ended June 30, 2006, we estimate that a 5.0% increase or decrease in the relationship of the Canadian dollar to the U.S. dollar would increase or decrease operating profit from our Canadian operations by approximately $0.2 million.

     As of June 30, 2006, we were exposed to variable interest rates under our Credit Facilities, as amended. The interest rates payable on our revolving and term facilities are based on a spread over base rate or Eurodollar loans as defined. A 25 basis point increase in base interest rates would increase cash interest expense by approximately $0.2 million for the six months ended June 30, 2006.

Item 4. Controls and Procedures

Disclosure Controls and Procedures/Evaluation of Disclosure Controls and Procedures

     We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our filings under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported accurately within the time periods specified in the Securities and Exchange Commission’s rules and forms. As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (pursuant to Exchange Act Rule 13a-15). Based upon this evaluation, the CEO and CFO concluded that our disclosure controls and procedures are effective. The conclusions of the CEO and CFO from this evaluation were communicated to the Audit Committee.

Changes in Internal Controls Over Financial Reporting

     There were no changes in our internal control over financial reporting that occurred during our last fiscal quarter that would have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

     Information regarding our legal proceedings may be found under the “Legal Proceedings” section of Note 11, “Commitments and Contingencies” to our Unaudited Condensed Consolidated Financial Statements contained herein.

Item 1A. Risk Factors

     There have been no material changes in risk factors previously disclosed in our Form 10-K for the year ended December 31, 2005.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

     None

Item 3. Defaults upon Senior Securities

     None

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Item 4. Submission of Matters to a Vote of Security Holders

     On June 26, 2006, we held our annual stockholders meeting. At the annual meeting, Wallace Timmeny and Michael Verrochi were re-elected as directors to hold office until the 2009 annual stockholders meeting and the reverse one for three split of our common stock was approved. All share numbers in the following tables are before giving effect to the one for three split of our common stock.

     The following table sets forth the number of votes cast for or withheld for each director nominee:

Director	For		Withheld
Wallace Timmeny		44,588,231		11,973,280
Michael Verrochi		44,588,231		11,973,280

     The directors whose terms of office as director continued after the meeting were: David Sutherland-Yoest, Gary W. DeGroote, Michael B. Lazar, George E. Matelich, Jack E. Short and Lucien Rémillard.

     The following table sets forth the number of votes cast for, against or withheld for approval of the reverse one for three stock split:

For	Against		Abstentions		Broker Non-Votes
54,060,087		2,263,384		238,040		0

Item 5. Other Information

     None

Item 6. Exhibits

Exhibit 3.7 Amendment to Amended and Restated Certificate of Incorporation of Waste Services, Inc. (incorporated by reference to Exhibit 3.1 filed on Form 8-K on July 5, 2006).

Exhibit 3.8 Amended Certificate of Designations of Special Voting Preferred Stock of Waste Services, Inc. (incorporated by reference to Exhibit 3.2 filed on Form 8-K on July 5, 2006).

Exhibit 3.9 Amendment to Provisions for Exchangeable Shares of Waste Services (CA) Inc. effective June 30, 2006 (incorporated by reference to Exhibit 3.3 filed on Form 8-K on July 5, 2006).

Exhibit 4.15 Agreement effective as of the 30th day of March, 2006 among Waste Services, Inc., Kelso Investment Associates VI, L.P, and KEP VI, LLC. (incorporated by reference to Exhibit 20.3 filed on Form 8-K on April 5, 2006).

Exhibit 4.16 Supplemental Indenture dated as of May 12, 2006 to the Note Indenture among Liberty Waste, LLC, Waste Services, Inc., the other guarantors and Wells Fargo Bank National Association, as Trustee.

Exhibit 4.17 Supplemental Indenture dated as of June 30, 2006 to the Note Indenture among Taft Recycling, Inc., Waste Services, Inc., the other guarantors and Wells Fargo Bank National Association, as Trustee.

Exhibit 4.18 Supplemental Indenture dated as of June 30, 2006 to the Note Indenture among Sun Country Materials, LLC., Waste Services, Inc., the other guarantors and Wells Fargo Bank National Association, as Trustee.

Exhibit 10.17 Fifth Amendment to Amended and Restated Credit Agreement dated as of March 22, 2006 (incorporated by reference to Exhibit 20.1 filed on Form 8-K on April 5, 2006).

Exhibit 10.18 Sixth Amendment to Amended and Restated Credit Agreement dated as of March 31, 2006 (incorporated by reference to Exhibit 20.2 filed on Form 8-K on April 5, 2006).

Exhibit 10.19 Seventh Amendment to Amended and Restated Credit Agreement dated as of June 20, 2006 (incorporated by reference to Exhibit 20.1 on Form 8-K on June 20, 2006).

Exhibit 10.20 Asset Purchase Agreement dated as of July 19, 2006 among Waste Services of Florida, Inc. and various affiliates of Allied Waste Industries, Inc.

Exhibit 10.21 Asset Purchase Agreement dated as of July 19, 2006 among Allied Waste Transfer Services of Arizona, LLC, Waste Services, Inc. and Waste Services of Arizona, Inc.

Exhibit 31.1 — Section 302 Certification of David Sutherland-Yoest, Chief Executive Officer

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Exhibit 31.2 — Section 302 Certification of Mark A. Pytosh, Chief Financial Officer

Exhibit 32.1 — Section 1350 Certification of the Chief Executive Officer and Chief Financial Officer

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SIGNATURES

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

		Waste Services, Inc.
Date: August 1, 2006
	By:	/s/ DAVID SUTHERLAND-YOEST
		David Sutherland-Yoest
		Chairman of the Board,
		Chief Executive Officer, and Director
	By:	/s/ MARK A. PYTOSH
		Mark A. Pytosh
		Executive Vice President and
		Chief Financial Officer

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EXHIBIT INDEX

Exhibit No	Description
Exhibit 3.7	Amendment to Amended and Restated Certificate of Incorporation of Waste Services, Inc. (incorporated by reference to Exhibit 3.1 filed on Form 8-K on July 5, 2006).
Exhibit 3.8	Amended Certificate of Designations of Special Voting Preferred Stock of Waste Services, Inc. (incorporated by reference to Exhibit 3.2 filed on Form 8-K on July 5, 2006).
Exhibit 3.9	Amendment to Provisions for Exchangeable Shares of Waste Services (CA) Inc. effective June 30, 2006 (incorporated by reference to Exhibit 3.3 filed on Form 8-K on July 5, 2006).
Exhibit 4.15	Agreement effective as of the 30th day of March, 2006 among Waste Services, Inc., Kelso Investment Associates VI, L.P, and KEP VI, LLC. (incorporated by reference to Exhibit 20.3 filed on Form 8-K on April 5, 2006).
Exhibit 4.16	Supplemental Indenture dated as of May 12, 2006 to the Note Indenture among Liberty Waste, LLC, Waste Services, Inc., the other guarantors and Wells Fargo Bank National Association, as Trustee.
Exhibit 4.17	Supplemental Indenture dated as of June 30, 2006 to the Note Indenture among Taft Recycling, Inc., Waste Services, Inc., the other guarantors and Wells Fargo Bank National Association, as Trustee.
Exhibit 4.18	Supplemental Indenture dated as of June 30, 2006 to the Note Indenture among Sun Country Materials, LLC., Waste Services, Inc., the other guarantors and Wells Fargo Bank National Association, as Trustee.
Exhibit 10.17	Fifth Amendment to Amended and Restated Credit Agreement dated as of March 22, 2006 (incorporated by reference to Exhibit 20.1 filed on Form 8-K on April 5, 2006).
Exhibit 10.18	Sixth Amendment to Amended and Restated Credit Agreement dated as of March 31, 2006 (incorporated by reference to Exhibit 20.2 filed on Form 8-K on April 5, 2006).
Exhibit 10.19	Seventh Amendment to Amended and Restated Credit Agreement dated as of June 20, 2006 (incorporated by reference to Exhibit 20.1 on Form 8-K on June 20, 2006).
Exhibit 10.20	Asset Purchase Agreement dated as of July 19, 2006 among Waste Services of Florida, Inc. and various affiliates of Allied Waste Industries, Inc.
Exhibit 10.21	Asset Purchase Agreement dated as of July 19, 2006 among Allied Waste Transfer Services of Arizona, LLC, Waste Services, Inc. and Waste Services of Arizona, Inc.
Exhibit 31.1	Section 302 Certification of David Sutherland-Yoest, Chief Executive Officer
Exhibit 31.2	Section 302 Certification of Mark A. Pytosh, Chief Financial Officer
Exhibit 32.1	Section 1350 Certification of the Chief Executive Officer and Chief Financial Officer

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