UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

     (x)   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
           EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED OCTOBER 1, 2002,
           OR

     ( )   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: 0-17072

                       WINDSWEPT ENVIRONMENTAL GROUP, INC.
                       -----------------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                                          11-2844247
           --------                                          ----------
           (State or other jurisdiction of                   (I.R.S. Employer
           incorporation or organization)                    Identification No.)

           100 Sweeneydale Avenue, Bay Shore, New York       11706
           -------------------------------------------       -----
           (Address of principle executive offices)          (Zip Code)

                                 (631) 434-1300
                                 --------------
              (Registrant's telephone number, including area code)

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

The number of shares of Common  Stock,  par value  $.0001,  outstanding  on
October 31, 2002 was 77,936,358.


<PAGE>


                         PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements

                       WINDSWEPT ENVIRONMENTAL GROUP, INC.
                           CONSOLIDATED BALANCE SHEETS
                        OCTOBER 1, 2002 AND JULY 2, 2002
<TABLE>
<CAPTION>
                                                                                                     October 1,          July 2,
                                                                                                        2002              2002
                                                                                                    (Unaudited)
                                                                                                    -------------     -------------
  <S>                                                                                               <C>               <C>
  ASSETS:

  CURRENT ASSETS:
     Cash                                                                                           $    146,651      $    399,679
     Accounts receivable, net of allowance for doubtful accounts of $917,443 and $909,029,             7,407,110         7,519,203
        respectively
     Inventories                                                                                         243,314           296,474
     Costs and estimated earnings in excess of billings on uncompleted contracts                         689,226           501,424
     Prepaid expenses and other current assets                                                           341,516           144,274
                                                                                                    -------------     -------------
     Total current assets                                                                              8,827,817         8,861,054

  PROPERTY AND EQUIPMENT, net of accumulated depreciation and amortization of $4,681,866
     and $4,550,006, respectively                                                                      1,480,132         1,144,369

  OTHER ASSETS                                                                                           241,595           207,115
                                                                                                    -------------     -------------
  TOTAL                                                                                              $10,549,544      $ 10,212,538
                                                                                                    =============     =============
  LIABILITIES AND STOCKHOLDERS' EQUITY:

  CURRENT LIABILITIES:
     Accounts payable                                                                                 $  951,509       $ 1,060,074
     Accrued expenses                                                                                  1,689,383         1,740,093
     Short-term notes payable to related party                                                           950,000           200,000
     Billings in excess of cost and estimated earnings on uncompleted contracts                          129,261           193,251
     Accrued payroll and related fringes                                                                 728,353           551,091
     Current portion of convertible notes payable to related party                                        50,000           100,000
     Income taxes payable                                                                                  8,000           450,820
     Other current liabilities                                                                           325,169           239,252
                                                                                                    -------------     -------------
     Total current liabilities                                                                         4,831,675         4,534,581
                                                                                                    -------------     -------------

  LONG-TERM DEBT                                                                                         100,389            63,703
                                                                                                    -------------     -------------
  COMMITMENTS AND CONTINGENCIES

  REDEEMABLE COMMON STOCK AND STOCK OPTIONS                                                              860,650           941,871
                                                                                                    -------------     -------------

  SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK, $.01 par value; 1,300,000 shares
     authorized; 1,300,000 shares outstanding at October 1, 2002 and July 2, 2002                      1,300,000         1,300,000
                                                                                                    -------------     -------------
  STOCKHOLDERS' EQUITY:
     Series B convertible preferred stock, $.01 par value; 50,000 shares
        authorized; 0 shares outstanding at October 1, 2002 and July 2, 2002, respectively                -                 -
     Nondesignated preferred stock, no par value; 8,650,000 shares authorized; 0 shares                   -                 -
        outstanding
     Common stock, $.0001 par value; 150,000,000 shares authorized; 77,936,358 outstanding
        at October 1, 2002 and July 2, 2002, respectively                                                  7,794             7,794
     Additional paid-in-capital                                                                       34,058,517        34,078,017
     Accumulated deficit                                                                             (30,609,481)      (30,713,428)
                                                                                                    -------------     -------------
     Total stockholders' equity                                                                        3,456,830         3,372,383
                                                                                                    -------------     -------------

  TOTAL                                                                                             $ 10,549,544      $ 10,212,538
                                                                                                    =============     =============
</TABLE>

  See notes to consolidated financial statements.

                                       2

<PAGE>


                       WINDSWEPT ENVIRONMENTAL GROUP, INC.
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                                       Thirteen Weeks Ended
                                                                                                 ---------------------------------
                                                                                                  October 1,          October 2,
                                                                                                     2002                2001
                                                                                                 -------------       -------------
    <S>                                                                                          <C>                 <C>
    Revenues                                                                                     $  4,592,976        $  7,735,074

    Cost of revenues                                                                                3,534,476           5,320,533
                                                                                                 -------------       -------------

    Gross profit                                                                                    1,058,500           2,414,541
                                                                                                 -------------       -------------

    Operating expenses:
    Selling, general and administrative expenses                                                    1,023,784             974,151
    (Benefit) expense related to variable accounting
       treatment for officer options                                                                  (81,221)            240,445
                                                                                                 -------------       -------------
       Total operating expenses                                                                       942,563           1,214,596
                                                                                                 -------------       -------------

    Income from operations                                                                            115,937           1,199,945
                                                                                                 -------------       -------------

    Other expense (income):
       Interest expense                                                                                 8,169              74,474
       Other, net                                                                                      (4,179)             (9,344)
                                                                                                 -------------       -------------
       Total other expense                                                                              3,990              65,130
                                                                                                 -------------       -------------

    Income before provision for income taxes                                                          111,947           1,134,815

    Provision for income taxes                                                                          8,000             371,662
                                                                                                 -------------       -------------

    Net income                                                                                        103,947             763,153

    Dividends on preferred stock                                                                       19,500              19,500
                                                                                                 -------------       -------------

    Net income attributable to common
       shareholders                                                                              $     84,447        $    743,653
                                                                                                 =============       =============

    Basic and diluted net income per common share:
    Basic                                                                                                $.00                $.02
                                                                                                 =============       =============
    Diluted                                                                                              $.00                $.01
                                                                                                 =============       =============

    Weighted average number of common shares outstanding:
    Basic                                                                                          77,936,358          38,481,254
                                                                                                 =============       =============
    Diluted                                                                                        83,439.103          77,068,312
                                                                                                 =============       =============
</TABLE>
    See notes to consolidated financial statements.

                                       3


<PAGE>

                       WINDSWEPT ENVIRONMENTAL GROUP, INC.
           CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)


<TABLE>
<CAPTION>
                                                            Common Stock
                                                            ------------          Additional
                                                          Number of     Par         Paid-in     Accumulated
                                                           Shares      Value        Capital        Deficit            Total
                                                           ------      -----        -------        -------            -----
<S>                                                       <C>           <C>       <C>           <C>                <C>
Balance at July 2, 2002                                   77,936,358    $7,794    $34,078,017   $(30,713,428)      $3,372,383

Dividends on Series A preferred stock                              -         -        (19,500)             -          (19,500)
Net income                                                         -         -              -        103,947          103,947
                                                          -----------   -------   ------------  -------------      -----------
Balance at October 1, 2002                                77,936,358    $7,794    $34,058,517   $(30,609,481)      $3,456,830
                                                          ===========   =======   ============  =============      ===========
</TABLE>

See notes to consolidated financial statements.

                                       4

<PAGE>


                       WINDSWEPT ENVIRONMENTAL GROUP, INC.
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                                        Thirteen Weeks Ended
                                                                                                  --------------------------------
                                                                                                    October 1,         October 2,
                                                                                                       2002                2001
                                                                                                  -------------      -------------
    <S>                                                                                           <C>                <C>
    CASH FLOWS FROM OPERATING ACTIVITIES:
       Net income                                                                                 $    103,947       $    763,153
       Adjustments to reconcile net income to net cash (used in) provided by operating
       activities:
          Depreciation and amortization                                                                131,860            182,989
          Provision for doubtful accounts                                                                8,414             34,679
          Compensation expense (benefit) related to officer options and                                (81,221)           240,445
                    redeemable common stock
       Changes in operating assets and liabilities:
          Accounts receivable                                                                          103,679         (2,603,172)
          Inventories                                                                                   53,160            (22,339)
          Costs and estimated earnings in excess of billings on uncompleted contracts                 (187,802)           105,570
          Prepaid expenses and other current assets                                                   (197,242)            15,334
          Other assets                                                                                 (34,480)            -
          Accounts payable and accrued expenses                                                       (159,275)           442,345
          Accrued payroll and related fringes                                                          177,262            438,533
          Income taxes payable                                                                        (442,820)           365,965
          Other current liabilities                                                                     45,364            262,045
          Billings in excess of costs and estimated earnings on uncompleted contracts                  (63,990)          (135,048)
                                                                                                  -------------      -------------
    NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES                                               (543,144)            90,499
                                                                                                  -------------      -------------

    CASH FLOWS FROM INVESTING ACTIVITIES:
       Purchases of property and equipment                                                            (467,623)          (148,668)
                                                                                                  -------------      -------------
    NET CASH USED IN INVESTING ACTIVITIES                                                             (467,623)          (148,668)
                                                                                                  -------------      -------------

    CASH FLOWS FROM FINANCING ACTIVITIES:
       Principal payments of long-term debt                                                            (26,753)           (26,511)
       Proceeds from long-term debt                                                                    103,992             38,898
       Repayment of convertible notes to related party                                                 (50,000)             -
       Payment of preferred dividends                                                                  (19,500)             -
       Proceeds from short-term notes payable                                                          875,000            500,000
       Repayments of short-term notes payable                                                         (125,000)             -
                                                                                                  -------------      -------------
     NET CASH PROVIDED BY FINANCING ACTIVITIES                                                         757,739            512,387
                                                                                                  -------------      -------------

    NET (DECREASE) INCREASE IN CASH                                                                   (253,028)           454,218

    CASH - BEGINNING OF PERIOD                                                                         399,679            323,732
                                                                                                  -------------      -------------

    CASH - END OF PERIOD                                                                          $    146,651       $    777,950
                                                                                                  =============      =============

    Cash paid during the period for:
       Interest                                                                                   $     12,148       $     51,452
                                                                                                  =============      =============
       Taxes                                                                                      $    641,966       $      4,417
                                                                                                  =============      =============

    Non cash financing activities:
       Issuance of preferred stock dividend                                                       $      -           $     19,500
                                                                                                  ==============     =============
</TABLE>
    See notes to consolidated financial statements.

                                       5

<PAGE>


                       WINDSWEPT ENVIRONMENTAL GROUP, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.   BASIS FOR PRESENTATION - The accompanying unaudited consolidated financial
     statements include the accounts of Windswept Environmental Group, Inc.
     (the  "Company")  and  its   wholly-owned   subsidiaries. The unaudited
     consolidated  financial statements have been prepared by the Company in
     accordance  with  accounting  principles  generally  accepted in the
     United  States  of  America,  for  interim  financial  statements  and
     with the instructions to Form 10-Q and Article 10 of Regulation S-X.
     Accordingly, they do not  include  all  of the  information  and  footnotes
     required  by  accounting principles  generally  accepted  in the United
     States of America  for  complete financial statements. In the opinion of
     the Company, all adjustments (consisting of only normal and recurring
     accruals)  considered  necessary to present fairly the financial  position
     of the Company and its  subsidiaries  on a  consolidated basis as of
     October 1, 2002,  the results of operations  for the thirteen  weeks
     ended October 1, 2002 and October 2, 2001 and cash flows for the thirteen
     weeks ended October 1, 2002 and October 2, 2001, have been included.

     The results for the thirteen  weeks ended  October 1, 2002 and October
     2, 2001 are not  necessarily  indicative of the results for an entire year.
     These  unaudited consolidated  financial  statements  should  be  read  in
     conjunction with the Company's audited  consolidated  financial  statements
     and notes thereto included in the  Company's  Form 10-K for the year ended
     July 2, 2002.

2.   LIQUIDITY AND BUSINESS RISKS - As of October 1, 2002, the Company had a
     cash balance of $146,551,  working capital of $3,996,142 and  stockholders'
     equity of $3,456,830. Historically, the Company has financed its operations
     primarily  through issuance of  debt  and  equity   securities,   through
     short-term  borrowings  from its majority  shareholder,  Spotless  Plastics
     (USA), Inc. ("Spotless") and through cash generated from operations. In the
     opinion of  management,  the Company  expects to have  sufficient  working
     capital to fund current operations.  However, market conditions and their
     effect on the Company's liquidity may restrict the Company's use of cash.
     In the event that  sufficient  positive  cash flow from  operations  is not
     generated,  the Company may need to seek additional financing from Spotless
     or otherwise.  Spotless is under no legal obligation to provide such funds.
     The Company currently has no credit facility for additional borrowing.

     During the thirteen  weeks ended  October 1, 2002,  in order to address the
     Company's cash flow and operational concerns, including funding the payment
     of income  taxes and start up costs relating  to a large mold remediation
     project in Hawaii, the Company borrowed $875,000 from Spotless.  During the
     thirteen  weeks  ended  October 1, 2002, the Company  repaid $125,000 to
     Spotless.  All  borrowings  from  Spotless  bear  interest  at  the  London
     Interbank  Offering Rate ("LIBOR") plus 1 percent and are secured by all of
     the Company's assets and are payable on demand.  As of October 1, 2002, the
     Company owed  Spotless  $950,000 on such short-term loans to fund working
     capital.  Subsequent to October 1, 2002, the Company borrowed an additional
     $300,000 from Spotless to fund working capital.

     Management  believes  the  Company  will  require  positive  cash flow from
     operations to meet its working  capital needs over the next twelve months.
     In the event that positive cash flow from operations is not generated,  the
     Company may be required to seek additional financing  to meet its working
     capital needs.  Management  continues to pursue additional funding sources.
     The Company anticipates revenue growth in new and existing  service areas
     and  continues to bid on large  projects,  though there can be no assurance
     that any of the Company's bids will be accepted. The Company is striving to
     improve its  gross margin  and  control   its   selling,   general  and
     administrative expenses.  There can be no assurance,  however, that changes
     in the Company's plans or other events affecting the Company's  operations
     will not result in accelerated or unexpected cash requirements,  or that it
     will be successful in achieving positive  cash flow from  operations  or
     obtaining additional financing.  The Company's future cash requirements are
     expected to depend on numerous factors, including, but not limited to: (i)
     the ability to obtain environmental or related construction contracts, (ii)
     the ability to generate positive cash flow from operations, and the extent
     thereof, (iii) the ability to raise additional capital or obtain additional
     financing, and (iv) economic conditions.

                                       6

<PAGE>

3.   PROVISION  FOR INCOME  TAXES - The  provision  for income taxes for the
     thirteen  weeks  ended  October 1, 2002 and  October 2, 2001,  respectively
     consists of the following:
<TABLE>
<CAPTION>
                                                  Thirteen Weeks Ended
                                                  --------------------
                                              October 1,        October 2,
                                                2002              2001
                                                ----              ----
     <S>                                     <C>               <C>
     Federal - current                       $   6,000         $ 262,331
     State - current                             2,000           109,331
                                             ----------        ----------
     Total                                   $   8,000         $ 371,662
                                             ==========        ==========
</TABLE>

     The  effective  rate for income  taxes differs from the statutory  rates
     primarily as a result of the utilization of federal and state net operating
     loss  carryforwards  of  approximately  $68,000 in the thirteen weeks ended
     October  1,  2002 and the  nondeductible  nature of the expense (benefit)
     related to the variable  accounting  treatment of officer options for which
     there is a 100%  valuation  allowance.  The  Company  has a 100% valuation
     allowance against deferred tax assets because management believes that it
     is more likely than not that such deferred tax assets will not be realized.
     At October 1, 2002, the Company  had  approximately  $1,056,000  in net
     operating loss  carryforwards for tax purposes that expire at various dates
     through 2020. Due to Spotless' acquisition of greater than 50% ownership in
     October 1999, the Company is limited to utilizing $68,000 of net operating
     loss carryforwards per annum.

4.   INCOME PER COMMON SHARE - The calculation of basic and diluted income per
     common share was calculated for all periods in accordance with the
     requirements of Statement of Financial Accounting Standards No. 128,
     "Earnings per Share".

     The following table sets forth the computation of the basic and diluted net
     income per share for the thirteen weeks ended October 1, 2002 and October
     2, 2001:
<TABLE>
<CAPTION>
                                                             Thirteen Weeks Ended
                                                       -------------------------------
                                                       October 1,       October 2,
                                                         2002             2001
                                                         ----             ----
     <S>                                             <C>              <C>
     Numerator:
        Net income attributable to
           common shareholders                       $    84,447      $   743,653
        Add interest on convertible notes,
           net of tax                                      2,340           31,992
                                                     ------------     ------------
                                                     $    86,787      $   775,645
                                                     ============     ============

     Denominator:
        Share reconciliation:
        Shares used for basic income
           per share                                  77,936,358       38,481,254
        Effect of dilutive items:
        Stock options                                  4,945,632        2,764,966
        Convertible securities                           557,113       35,822,092
                                                     ------------     ------------
        Shares used for dilutive income
           per share                                  83,439,103       77,068,312
                                                     ============     ============

     Net income per share:
        Basic                                               $.00             $.02
        Diluted                                             $.00             $.01
</TABLE>

                                       7

<PAGE>

     Included  in convertible securities  are  the  assumed   conversion  of
     convertible  notes  in  the  thirteen weeks  ended  October  1,  2002  and
     convertible notes and preferred stock in the thirteen weeks ended October
     2, 2001.  For the 2002 period,  1,300,000 shares of common stock  issuable
     upon exercise of the Series A Redeemable Convertible Preferred Stock was
     excluded  from  diluted  earnings  per share  because  the effect  would be
     anti-dilutive.

5.   CONTINGENCIES - On October 12, 2001, Trade-Winds Environmental Restoration,
     Inc. ("Trade-Winds"), a wholly-owned subsidiary of the Company,  commenced
     an action in the New York State Supreme Court, County of New York, claiming
     that  Trade-Winds is entitled to  approximately  $1,060,000 of contractual
     billings  relating  to a large mold  remediation  project.  In  addition to
     denying an obligation  to pay the amount  claimed,  the  defendants  have
     asserted a counterclaim against Trade-Winds  for  $389,439.  The parties
     engaged in court-ordered  mediation without  successful  resolution and are
     currently engaged in discovery.  The court has ordered that the record of
     this action be sealed.

     In November 1997, Trade-Winds was named as a third party defendant in an
     action  commenced in the New York State Supreme Court, County of New York,
     under  the  caption  NICOLAI  GRIB AND  VLADISLAV  KAZAROV  V.  TRADE-WINDS
     ENVIRONMENTAL RESTORATION, INC. AND GULF INSURANCE COMPANY, by a class of
     plaintiffs claiming to be entitled to additional wages while working for a
     subcontractor of Trade-Winds.  The Company believes that a verdict in favor
     of the plaintiff will not have a material  adverse effect on the Company's
     consolidated financial statements.

     The Company is a party to other litigation matters  and claims  that are
     normal in the  course of its  operations, and  while the  results  of such
     litigation  and  claims  cannot be  predicted with certainty,  management
     believes  that the final outcome of such matters will not have a materially
     adverse effect on the Company's consolidated financial statements.

6.   RELATED PARTY  TRANSACTIONS - On November 16, 2001, the Company  exchanged
     $1,700,000 of short-term notes payable for a demand promissory note payable
     to Spotless that is secured by the Company's assets and the assets of its
     subsidiaries,  pursuant  to  amendments  to  existing  security  agreements
     between each  of the Company and  its  subsidiaries  and  Spotless.  The
     promissory note had an original  principal amount of $1,700,000 and accrues
     interest at the rate of LIBOR plus one  percent  (1%) per annum.  Spotless
     may, but is under no obligation to, lend additional  amounts to the Company
     under this secured promissory note. As of October 1, 2002, the Company owed
     Spotless  $950,000 under this promissory  note.  Subsequent to October 1,
     2002, the Company borrowed an additional $300,000 from Spotless.

     In the thirteen weeks ended October 1, 2002,  the Company  repaid  $50,000
     principal amount of 12% convertible notes to a director of the  Company.
     This  repayment was voluntary and was funded  through cash  generated  from
     operations and did not require any borrowings.


7.   RECENT ACCOUNTING  PRONOUNCEMENTS - In June 2001, the Financial  Accounting
     Standards Board ("FASB") issued Statement of Financial Accounting Standards
     ("SFAS") No. 142,  "Goodwill  and Other  Intangible  Assets".  SFAS No. 142
     addresses financial accounting  and reporting  for acquired goodwill and
     other intangible assets.  Under SFAS No. 142, goodwill and some intangible
     assets will no longer be amortized, but rather reviewed for impairment on a
     periodic basis.  This Statement was required to be adopted by the Company
     for the fiscal year  beginning July 2, 2002 and applied to all goodwill and
     other intangible assets recognized in its  financial  statements at that
     date.  Impairment losses for goodwill and certain  intangible  assets that
     arose due to the initial  application of this Statement  should be reported
     as resulting  from a change in accounting  principle.  The adoption of SFAS
     No. 142 did not have a  material  impact  on the  Company's  consolidated
     financial statements.

     In August 2001, the FASB  issued  SFAS No.  143,  "Accounting  for Asset
     Retirement Obligations".  The standard requires entities to record the fair
     value of a liability for an asset  retirement obligation in the period in
     which it is incurred.  When the liability is initially recorded, the entity
     capitalizes  a cost  by  increasing  the  carrying  amount  of the  related
     long-lived asset. Over time, the liability is accreted to its present value
     each period,  and the capitalized cost is depreciated over the useful life
     of the related

                                       8

<PAGE>

     asset.  Upon  settlement of the  liability,  an entity  either  settles the
     obligation for  ts recorded  amount  or  incurs  a  gain  or  loss  upon
     settlement. The standard is effective for fiscal years beginning after June
     15, 2002.  The adoption of SFAS 143 did not have a material  impact on the
     Company's consolidated financial statements.

     In  October 2001, the FASB  issued  SFAS  No. 144, "Accounting  for the
     Impairment  or Disposal of Long-Lived  Assets".  SFAS No. 144 replaces SFAS
     No. 121,  "Accounting  for the  Impairment  of Long-Lived  Assets and for
     Long-Lived Assets to Be Disposed Of." SFAS No. 144 requires that long-lived
     assets be measured at the lower of carrying  amount or fair value less cost
     to sell, whether  reported in  continuing  operations  or in  discontinued
     operations.  Therefore,  discontinued operations will no longer be measured
     at net realizable value or include amounts for operating  losses that have
     not yet occurred.  SFAS No. 144 also broadens the reporting of discontinued
     operations to include all components of an entity with  operations that can
     be distinguished from the rest of the entity and that will be  eliminated
     from the ongoing  operations of the entity in a disposal  transaction.  The
     provisions of SFAS No. 144 are effective  for financial statements  issued
     for fiscal years  beginning  after  December 15, 2001. The adoption of SFAS
     144 did not have a material impact on the Company's consolidated financial
     statements.

     In April 2002, the FASB issued SFAS No. 145, "Recission of FASB Statements
     No. 4, 44, and 64,  Amendment of FASB Statement  No.  13,  and  Technical
     Corrections" ("SFAS 145").  SFAS 145 rescinds SFAS 4, "Reporting Gains and
     Losses from Extinguishment of Debt", and an amendment of that Statement,
     SFAS  64,   "Extinguishments of  Debt Made  to Satisfy   Sinking-Fund
     Requirements".  SFAS 145 also rescinds SFAS 44, "Accounting for Intangible
     Assets  of Motor  Carriers".  SFAS 145  amends SFAS  13,  "Accounting  for
     Leases", to eliminate an inconsistency  between the required accounting for
     sale-leaseback transactions and the required accounting for certain lease
     modifications that have economic effects that are similar to sale-leaseback
     transactions.  SFAS  145  also amends other   existing   authoritative
     pronouncements to make various technical corrections,  clarify meanings, or
     describe their applicability  under changed conditions.  Certain provisions
     of this statement  related to the classification  of gains and losses from
     the  extinguishment of debt are required  to be  adopted  by the  Company
     beginning with the year ended  July 1, 2003.  All other  provisions  are
     required  to be  adopted  after  May 15, 2002  and  early  application  is
     encouraged. The adoption of SFAS No. 145 is not expected to have a material
     impact on the Company's consolidated financial statements.

     In July  2002,  the  FASB issued SFAS No. 146,  "Accounting  for  Costs
     Associated  with Exit or Disposal  Activities"  ("SFAS  146").  SFAS  146
     addresses financial accounting and reporting for costs associated with exit
     or  disposal activities  and  nullifies  EITF Issue No.  94-3,  "Liability
     Recognition for Certain  Employee  Termination  Benefits and Other Costs to
     Exit an Activity  (Including  Certain Costs Incurred in a  Restructuring").
     SFAS 146 requires recognition of a liability for a cost associated with an
     exit or disposal activity when the liability is incurred, as opposed to
     when the entity commits to an exit plan under EITF 94-3.  This statement is
     effective for exit or disposal  activities  initiated  after  December 31,
     2002. The adoption of SFAS 146 is not expected to have a material impact on
     the Company's consolidated financial statements

                                       9

<PAGE>

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

Forward-looking  statements - Statements contained in this Quarterly Report
on Form 10-Q include "forward-looking statements" within the meaning of Section
27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking
statements involve known and unknown risks, uncertainties and other factors
which could cause the actual results, performance and achievements, whether
expressed or implied by such forward-looking statements, not to occur or be
realized. Such forward-looking statements generally are based upon the Company's
best estimates of future results, performance or achievement, based upon current
conditions and the most recent results of operations. Forward-looking statements
may be identified by the use of forward-looking terminology such as "may,"
"will," "expect," "believe," "estimate," "anticipate," "continue" or similar
terms, variations of those terms or the negative of those terms. Potential risks
and uncertainties include, among other things, such factors as:

          -     the market acceptance and amount of sales of the Company's
                services,
          -     the Company's success in increasing revenues and reducing
                expenses,
          -     the frequency and magnitude of environmental disasters or
                disruptions resulting in the need for the types of services the
                Company provides,
          -     the ability of the Company to be retained for large projects,
          -     the extent of the enactment, enforcement and strict
                interpretations of laws relating to environmental remediation,
          -     the competitive environment within the industries in which
                the Company operates,
          -     the Company's ability to raise additional capital,
          -     the Company's ability to attract and retain qualified personnel,
                and
          -     the other factors and information disclosed and discussed in
                other sections of this Quarterly Report on Form 10-Q and in the
                Company's Annual Report on Form 10-K for the fiscal year ended
                July 2, 2002.

Investors should  carefully  consider such risks,  uncertainties  and other
information, disclosures and discussions which contain cautionary statements
identifying important factors that could cause actual results to differ
materially from those provided in the forward-looking statements. The Company
undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.

The following discussion and analysis provides information which management
believes is relevant to an assessment and understanding of the Company's results
of operations and financial condition. This discussion should be read in
conjunction with the Consolidated Financial Statements and notes thereto
appearing in Item 1.

CRITICAL ACCOUNTING POLICIES

Management's  discussion and analysis of its financial position and results
of operations are based upon the Company's unaudited consolidated financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States of America. The preparation of these
unaudited financial statements requires management to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses and related disclosure of contingent assets and liabilities. Actual
results could differ from those estimates. Management believes that the critical
accounting policies and areas that require the most significant judgments and
estimates to be used in the preparation of the unaudited financial statements
are accounting for contracts, allowance for doubtful accounts and the valuation
allowance against deferred tax assets.

Contract  Accounting - Revenue derived from services  provided to customers
over periods of less than one month is recognized at the completion of the
related contracts. Revenue from firm fixed price contracts that extend over
periods of one month or more is recognized using the percentage-of-completion
method, measured by the percentage of costs incurred to date compared to
estimated total costs for each contract. Provisions for estimated losses on
uncompleted contracts are made in the period in which such losses are
determined. Changes in job performance, job conditions, estimated profitability,
the effect of contract penalty provisions and final contract settlements may
result in revisions to estimates of costs and income and are recognized in the

                                       10

<PAGE>

period in which the revisions are determined. Revenues from time and material
contracts that extend over a period of more than one month are recognized as
services are performed.

Allowance  for Doubtful  Accounts - The Company  maintains an allowance for
doubtful trade accounts receivable for estimated losses resulting from the
inability of its customers to make required payments. In determining
collectibility, the Company reviews available customer financial information
including public filings and credit reports and also consults legal counsel to
assist in determining collectibility. When it is deemed probable that a specific
customer account is uncollectible, that balance is included in the reserve
calculation. Actual results could differ from these estimates under different
assumptions.

Deferred Tax Asset  Valuation  Allowance - The Company  records a valuation
allowance to reduce its deferred tax assets to the amount that is more likely
than not to be realized. Due to the Company's prior history of losses, the
Company has recorded a full valuation allowance against its net deferred tax
assets as of October 1, 2002. The Company currently provides for income taxes
only to the extent that it expects to pay cash taxes for current income. Should
the Company be profitable in the future at levels which cause management to
conclude that is more likely than not that it will realize all or a portion of
the deferred tax assets, the Company would record the estimated net realizable
value of the deferred tax assets at that time and would then provide for income
taxes at its combined federal and state effective rates.

RESULTS OF OPERATIONS

THIRTEEN WEEKS ENDED OCTOBER 1, 2002 AND OCTOBER 2, 2001

Revenue

Total  revenues  for the  thirteen  weeks ended  October 1, 2002 (the "2002
period") decreased by $3,142,098, or approximately 41%, to $4,592,976 from
$7,735,074 for the thirteen weeks ended October 2, 2001 (the "2001 period"). The
decrease in revenues of $3,142,098 was primarily attributable to approximately
$2,500,000 related to non-recurring remediation work performed in the 2001
period in the vicinity of the World Trade Center as a result of the terrorist
attack on September 11, 2001 and a decrease in the 2002 period of approximately
$450,000 related to insurance renovation and reconstruction due to mild weather
conditions in the northeastern United States.

Cost of Revenues

Cost of revenues  decreased  $1,786,057 to $3,534,476 in the 2002 period as
compared to $5,320,533 in the 2001 period. This 34% decrease was primarily
attributable to the labor costs of approximately $1,469,000 which was required
in the 2001 period associated with non-recurring remediation work performed in
the vicinity of the World Trade Center, decreases in materials and supplies of
approximately $83,000 and a decrease in workers compensation of approximately
$235,000 as a result of a policy audit. Gross profit decreased $1,356,041 to
$1,058,500, or 23% of total revenue, for the 2002 period from $2,414,541, or 31%
of total revenue, for the 2001 period. The decrease in gross profit was
primarily attributable to the absence of World Trade Center related work, which
produced higher margins in the 2001 period. The Company's cost of revenues
consists primarily of labor and labor related costs, insurance, benefits,
bonding and job related insurance, repairs, maintenance, equipment rental,
materials and supplies, disposal costs and depreciation of capital equipment.

Selling, General and Administrative Expenses

Selling,  general  and  administrative  expenses  increased  by  $49,633 to
$1,023,784 for the 2002 period from $974,151 for the 2001 period, and
constituted approximately 22% and 13% of revenues in the 2002 and 2001 periods,
respectively. The increase of $49,633 was primarily attributable to increases in
sales and marketing expenses.

(Benefit) Expense Related to Variable Accounting Treatment for Officer Options

                                       11

<PAGE>

Under the terms of an employment agreement with the Company and a separate
agreement with Spotless, the Company's President and Chief Executive Officer may
sell to the Company, or in certain circumstances to Spotless, all shares of
common stock of the Company held by him and all shares of common stock
underlying vested options to purchase shares of common stock of the Company held
by him upon the occurrence of certain events. The benefit related to variable
accounting treatment for officer options was $81,221 in the 2002 period compared
to an expense of $240,445 in the 2001 period. This was due to a decrease in the
market price of the Company's common stock that was partially offset by an
increase in the number of vested options outstanding. Due to the terms of the
options, changes in the market price of the Company's common stock, in either
direction, result in a corresponding expense or benefit.

Interest Expense

Interest expense decreased by $66,305, or 89%, to $8,169 in the 2002 period
from $74,474 in the 2001 period.  The decrease in interest expense was primarily
attributable  to reductions in convertible  debt of $2,050,000 and reductions of
short-term debt to Spotless of $500,000.

Provision for Income Taxes

The provision for income taxes decreased by $363,662 to $8,000 for the 2002
period  from   $371,662  for  the  2001  period.   The  decrease  was  primarily
attributable to decreased taxable income in the 2002 period.

Net Income

Net income  decreased  by  $659,206  to  $103,947  in the 2002  period from
$763,153  in the  2001  period.  The  decrease  was the  result  of the  factors
discussed above.


LIQUIDITY AND CAPITAL RESOURCES AND RELATED PARTY TRANSACTIONS

As of October 1, 2002, the Company had a cash balance of $146,551,  working
capital of $3,996,142 and stockholders' equity of $3,456,830. Historically, the
Company has financed its operations primarily through issuance of debt and
equity securities, through short-term borrowings from its majority shareholder,
Spotless and through cash generated from operations. In the opinion of
management, the Company expects to have sufficient working capital to fund
current operations. However, market conditions and their effect on the Company's
liquidity may restrict the Company's use of cash. In the event that sufficient
positive cash flow from operations is not generated, the Company may need to
seek additional financing from Spotless, although Spotless is under no legal
obligation to provide such funds. The Company currently has no credit facility
for additional borrowing.

During the 2002  period,  in order to address the  Company's  cash flow and
operational concerns , including funding the payment of income taxes and start
up costs relating to a large mold remediation project in Hawaii, the Company
borrowed $875,000 from Spotless. During the 2002 period, the Company repaid
$125,000 to Spotless. All borrowings from Spotless bear interest at the London
Interbank Offering Rate ("LIBOR") plus 1 percent and are secured by all of the
Company's assets and are payable on demand. As of October 1, 2002, the Company
owed Spotless $950,000 on short-term loans to fund working capital. Subsequent
to October 1, 2002 the Company borrowed an additional $300,000 from Spotless.

In the 2002 period,  the Company  repaid  $50,000  principal  amount of 12%
convertible notes to a director of the Company. This repayment was voluntary and
was funded through cash generated from operations and did not require any
borrowings.

The Company  expects to have positive cash flow from operations to meet its
working capital needs over the next twelve months. In the event that positive
cash flow from operations is not generated, the Company may be required to seek
additional financing to meet its working capital needs. Management continues to
pursue additional funding sources. The Company anticipates revenue growth in new
and existing service areas and continues to bid on large projects, though there
can be no assurance that any of the Company's bids will be accepted. The Company
is striving to improve its gross margin and control its selling, general and
administrative expenses. There can be no assurance, however, that changes in the
Company's plans or other

                                       12

<PAGE>


events affecting the Company's operations will not result in accelerated or
unexpected cash requirements, or that it will be successful in achieving
positive cash flow from operations or obtaining additional financing. The
Company's future cash requirements are expected to depend on numerous factors,
including, but not limited to: (i) the ability to obtain environmental or
related construction contracts, (ii) the ability to generate positive cash flow
from operations, and the extent thereof, (iii) the ability to raise additional
capital or obtain additional financing, and (iv) economic conditions.

The table below summarizes aggregate maturities of future minimum lease
payments under noncancelable operating leases as of October 1, 2002:
<TABLE>
<CAPTION>

                             Total          1 Year         2-3 Years       4-5 Years
    <S>                   <C>              <C>              <C>             <C>
    Operating Leases      $1,681,000       $342,000         $725,000        $614,000
</TABLE>

CASH FLOW

Net cash used in operating activities was $543,144 for the 2002 period. Net
income for the 2002 period, after adding back non-cash items, provided cash of
$163,000. Accounts receivable decreased $103,679 due to collection activities.
Accounts payable and accrued expenses decreased $159,275 due to the lower volume
and accrued payroll increased $177,262, primarily as a result of the remediation
project in Hawaii. Income taxes payable decreased $442,820 as a result of the
payment of income taxes attributable to the fiscal year ended July 2, 2002. Cash
used for capital expenditures was $467,623 for the 2002 period primarily
relating to purchases of drying equipment to enhance the Company's emergency
response capabilities.

During  the 2002  period,  in order to  address  cash flow and  operational
concerns and to fund the increased payroll that resulted from the start up of a
large mold remediation project in Hawaii, the Company borrowed $875,000 from
Spotless. During the 2002 period, the Company repaid $125,000 to Spotless. A
balance of $950,000 in loans from Spotless was outstanding as of October 1,
2002. All borrowings from Spotless bear interest at LIBOR plus 1 percent and are
secured by all of the Company's assets. Subsequent to October 1, 2002, the
Company borrowed an additional $300,000 from Spotless for working capital.

During the 2002 period, the Company repaid $50,000 of convertible notes and
paid preferred stock dividends of $19,500.

INFLATION

Inflation has not had a material impact on the Company's operations over
the past three fiscal years or during the 2002 period.

SEASONALITY

Since the Company and its  subsidiaries  are able to perform their services
throughout the year, the business is not considered seasonal in nature. However,
it is affected by the timing of large contracts in certain of its service areas,
i.e., asbestos and mold abatement and construction, as well as the timing of
catastrophes.

                                       13

<PAGE>

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Company is exposed to  potential  loss from market risks that may occur
as a result of changes in the market price of the Company's common stock (with
respect to the variable accounting treatment of a put option for shares of
common stock and common stock options held by an officer of the Company) and as
a result of changes in interest rates (primarily with respect to its debt
obligations to Spotless). There have been no material changes to the market risk
disclosure as reported in the Company's Annual Report on Form 10-K for the
period ended July 2, 2002.

Item 4. Controls and Procedures

Our principal  executive and financial  officers have  concluded,  based on
their evaluation as of a date within 90 days before the filing of this Form
10-Q, that our disclosure controls and procedures under Rule 13a-14 of the
Securities Exchange Act of 1934 are effective to ensure that information we are
required to disclose in the reports we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms, and include controls and procedures designed to
ensure that information we are required to disclose in such reports is
accumulated and communicated to management, including our principal executive
and financial officers, as appropriate to allow timely decisions regarding
required disclosure.

Subsequent to our evaluation, there were no significant changes in internal
controls  or other  factors  that  could  significantly  affect  these  internal
controls.

                           PART 2 - OTHER INFORMATION

Item 1.    Legal Proceedings
           -----------------

           Reference is hereby made to Note 5 to the Consolidated
           Financial Statements in Part I - Item 1 above and to Item 3 of
           the Company's Annual Report on Form 10-K for the year ended
           July 2, 2002 and to the references therein, for a discussion
           of all material pending legal proceedings to which the Company
           or any of its subsidiaries is party.

Item 2.    Changes in Securities
           ---------------------

           Not applicable.

Item 3.    Defaults upon Senior Securities
           -------------------------------

           Not applicable

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

           Not applicable

Item 5.    Other Information
           -----------------

           Not applicable.

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

           (a)    Exhibits:
           99.1   Certification of Chief Executive Officer pursuant to 18 U.S.C.
                  Section 1350
           99.2   Certification of Chief Financial Officer pursuant to 18 U.S.C.
                  Section 1350

           (b)    Reports on Form 8-K

                  There were no reports on Form 8-K filed during the thirteen
                  week period ended October 1, 2002

                                       14

<PAGE>

                                   SIGNATURES

Pursuant to the  requirements  of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

Dated: November 15, 2002
                                    WINDSWEPT ENVIRONMENTAL GROUP, INC.




                                    By     /s/ Michael O'Reilly
                                       ----------------------------------------
                                       MICHAEL O'REILLY,
                                       President and Chief Executive Officer
                                       (Principal Executive Officer)




                                    By   /s/ Charles L. Kelly, Jr.
                                       ----------------------------------------
                                       CHARLES L. KELLY, JR.
                                       Chief Financial Officer
                                       (Principal Financial Officer)


                                       15

<PAGE>

                                  CERTIFICATION



I, Michael O'Reilly, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Windswept Environmental
   Group, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
   statement of a material fact or omit to state a material fact necessary to
   make the statements made, in light of the circumstances under which such
   statements were made, not misleading with respect to the period covered by
   this quarterly report;

3. Based on my knowledge, the financial statements, and other financial
   information included in this quarterly report, fairly present in all
   material respects the financial condition, results of operations and cash
   flows of the registrant as of, and for, the periods presented in this
   quarterly report;

4. The registrant's other certifying officer and I are responsible for
   establishing and maintaining disclosure controls and procedures (as defined
   in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

   a) designed such disclosure controls and procedures to ensure that material
   information relating to the registrant, including its consolidated
   subsidiaries, is made known to us by others within those entities,
   particularly during the period in which this quarterly report is being
   prepared;

   b) evaluated the effectiveness of the registrant's disclosure controls and
   procedures as of a date within 90 days prior to the filing date of this
   quarterly report (the "Evaluation Date"); and

   c) presented in this quarterly report our conclusions about the
   effectiveness of the disclosure controls and procedures based on our
   evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on
   our most recent evaluation, to the registrant's auditors and the audit
   committee of registrant's board of directors (or persons performing the
   equivalent function):

   a) all significant deficiencies in the design or operation of internal
   controls which could adversely affect the registrant's ability to record,
   process, summarize and report financial data and have identified for the
   registrant's auditors any material weaknesses in internal controls; and

   b) any fraud, whether or not material, that involves management or other
   employees who have a significant role in the registrant's internal
   controls; and

6. The registrant's other certifying officer and I have indicated in this
   quarterly report whether or not there were significant changes in internal
   controls or in other factors that could significantly affect internal
   controls subsequent to the date of our most recent evaluation, including
   any corrective actions with regard to significant deficiencies and material
   weaknesses.




                                                /s/ Michael O'Reilly
Date: November 15, 2002                    -------------------------------------
                                                     Michael O'Reilly
                                           President and Chief Executive Officer


                                       16

<PAGE>


                                  CERTIFICATION



I, Charles L. Kelly Jr., certify that:

1. I have reviewed this quarterly report on Form 10-Q of Windswept Environmental
   Group, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
   statement of a material fact or omit to state a material fact necessary to
   make the statements made, in light of the circumstances under which such
   statements were made, not misleading with respect to the period covered by
   this quarterly report;

3. Based on my knowledge, the financial statements, and other financial
   information included in this quarterly report, fairly present in all
   material respects the financial condition, results of operations and cash
   flows of the registrant as of, and for, the periods presented in this
   quarterly report;

4. The registrant's other certifying officer and I are responsible for
   establishing and maintaining disclosure controls and procedures (as defined
   in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

   a) designed such disclosure controls and procedures to ensure that material
   information relating to the registrant, including its consolidated
   subsidiaries, is made known to us by others within those entities,
   particularly during the period in which this quarterly report is being
   prepared;

   b) evaluated the effectiveness of the registrant's disclosure controls and
   procedures as of a date within 90 days prior to the filing date of this
   quarterly report (the "Evaluation Date"); and

   c) presented in this quarterly report our conclusions about the
   effectiveness of the disclosure controls and procedures based on our
   evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on
   our most recent evaluation, to the registrant's auditors and the audit
   committee of registrant's board of directors (or persons performing the
   equivalent function):

   a) all significant deficiencies in the design or operation of internal
   controls which could adversely affect the registrant's ability to record,
   process, summarize and report financial data and have identified for the
   registrant's auditors any material weaknesses in internal controls; and

   b) any fraud, whether or not material, that involves management or other
   employees who have a significant role in the registrant's internal
   controls; and

6. The registrant's other certifying officer and I have indicated in this
   quarterly report whether or not there were significant changes in internal
   controls or in other factors that could significantly affect internal
   controls subsequent to the date of our most recent evaluation, including
   any corrective actions with regard to significant deficiencies and material
   weaknesses.


                                             /s/ Charles L. Kelly, Jr.
Date:  November 15, 2002                 ---------------------------------------
                                         Charles L. Kelly, Jr.
                                         Chief Financial Officer


                                       17