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 December 30, 2003,

                                       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 principal 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
                                                 ---         ---

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act)   Yes          No  X
                                                 ---         ---

The number of shares of Common Stock, par value $.0001, outstanding on February
5, 2004 was 77,936,358.


<PAGE>


                         PART 1 - FINANCIAL INFORMATION
                         ------------------------------

  ITEM 1. FINANCIAL STATEMENTS

                       WINDSWEPT ENVIRONMENTAL GROUP, INC.
                           CONSOLIDATED BALANCE SHEETS
                       DECEMBER 30, 2003 AND JULY 1, 2003
<TABLE>
<CAPTION>
                                                                                                    December 30,         July 1,
                                                                                                        2003              2003
                                                                                                  ---------------    ---------------
                                                                                                    (Unaudited)
  <S>                                                                                             <C>                <C>
  ASSETS:

  CURRENT ASSETS:
     Cash                                                                                         $      106,516     $     130,096
     Accounts receivable, net of allowance for doubtful accounts of $459,255 and
        $402,804, respectively                                                                        10,197,049         5,881,603
     Inventory                                                                                           203,705           215,466
     Costs and estimated earnings in excess of billings on uncompleted contracts                         534,070           871,753
     Refundable income taxes                                                                                   -         1,080,186
     Prepaid expenses and other current assets                                                           286,431           279,597
                                                                                                  ---------------    ---------------
     Total current assets                                                                             11,327,771         8,458,701

  PROPERTY AND EQUIPMENT, net of accumulated depreciation and amortization of
     $5,394,764 and $5,111,516, respectively                                                           2,460,381         2,497,435

  OTHER ASSETS                                                                                            99,191            98,127
                                                                                                  ---------------    ---------------

  TOTAL                                                                                              $13,887,343     $  11,054,263
                                                                                                  ===============    ==============

  LIABILITIES AND STOCKHOLDERS' EQUITY:

  CURRENT LIABILITIES:
     Accounts payable                                                                             $    1,267,778     $   1,487,683
     Accrued expenses                                                                                  1,177,565         1,193,339
     Short-term notes payable to related party                                                         4,225,000         1,700,000
     Billings in excess of cost and estimated earnings on uncompleted contracts                          256,883           299,427
     Accrued payroll and related fringe benefits                                                         788,749           659,659
     Current maturities of long-term debt                                                                384,261           436,617
     Income taxes payable                                                                                301,223                 -
     Other current liabilities                                                                           369,642           464,686
                                                                                                  ---------------    ---------------
     Total current liabilities                                                                         8,771,101         6,241,411
                                                                                                  ---------------    ---------------

  LONG-TERM DEBT                                                                                         358,275           338,848
                                                                                                  ---------------    ---------------

  COMMITMENTS AND CONTINGENCIES

  REDEEMABLE COMMON STOCK AND STOCK OPTIONS                                                                    -            348,625
                                                                                                  ---------------    ---------------

  SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK, $.01 par value; 1,300,000
     shares authorized; 1,300,000 shares outstanding at December 30, 2003 and
     July 1, 2003                                                                                      1,300,000          1,300,000
                                                                                                  ---------------    ---------------

  STOCKHOLDERS' EQUITY:
     Series B preferred stock, $.01 par value; 50,000 shares authorized;
        0 shares outstanding                                                                                   -                  -
     Nondesignated preferred stock, no par value; 8,650,000 shares authorized;
        0 shares outstanding at December 30, 2003 and July 1, 2003                                             -                  -
     Common stock, $.0001 par value; 150,000,000 shares authorized; 77,936,358
        shares outstanding at December 30, 2003 and July 1, 2003.                                          7,794              7,794
     Additional paid-in-capital                                                                       33,961,017         34,000,017
     Accumulated deficit                                                                             (30,510,844)       (31,182,432)
                                                                                                  ---------------    ---------------
     Total stockholders' equity                                                                        3,457,967          2,825,379
                                                                                                  ---------------    ---------------
  TOTAL                                                                                           $   13,887,343     $   11,054,263
                                                                                                  ===============    ===============
</TABLE>

  See notes to consolidated financial statements.


                                       2

<PAGE>


                       WINDSWEPT ENVIRONMENTAL GROUP, INC.
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
                                                                 Thirteen Weeks Ended               Twenty-Six Weeks Ended
                                                           --------------------------------    --------------------------------
                                                            December 30,       December 31,     December 30,       December 31,
                                                                2003               2002            2003                2002
                                                           -------------      -------------    -------------      -------------
    <S>                                                    <C>                <C>              <C>                <C>
    Revenues                                               $  6,523,473       $  5,864,047     $ 11,783,399       $ 10,457,023

    Cost of revenues                                          4,909,711          4,575,194        8,839,653          8,109,670
                                                           -------------      -------------    -------------      -------------

    Gross profit                                              1,613,762          1,288,853        2,943,746          2,347,353
                                                           -------------      -------------    -------------      -------------

    Operating expenses (income):
    Selling, general and administrative expenses              1,204,868          1,562,774        2,406,459          2,586,558
    Benefit related to variable accounting
       treatment for officer options                           (189,533)           (81,344)        (348,625)          (162,565)
                                                           -------------      -------------    -------------      -------------
       Total operating expenses                               1,015,335          1,481,430        2,057,834          2,423,993
                                                           -------------      -------------    -------------      -------------

    Income (loss) from operations                               598,427           (192,577)         885,912            (76,640)
                                                           -------------      -------------    -------------      -------------

    Other expense (income):
       Interest expense                                          31,504             27,021           59,647             35,190
       Other, net                                                     -            (19,130)         (23,960)           (23,309)
                                                           -------------      -------------    -------------      -------------
       Total other expense                                       31,504              7,891           35,687             11,881
                                                           -------------      -------------    -------------      -------------

    Income (loss) before provision (benefit)
       for income taxes                                         566,923           (200,468)         850,225            (88,521)

    Provision (benefit) for income taxes                        104,486            (17,317)         178,637             (9,317)
                                                           -------------      -------------    -------------      -------------

    Net income (loss)                                           462,437           (183,151)         671,588            (79,204)

    Dividends on preferred stock                                (19,500)           (19,500)         (39,000)           (39,000)
                                                           -------------      -------------    -------------      -------------

    Net income (loss) attributable to common
       shareholders                                        $    442,937       $   (202,651)    $    632,588       $   (118,204)
                                                           =============      =============    =============      =============

    Basic and diluted net income (loss) per common share:
    Basic                                                          $.01              ($.00)            $.01              ($.00)
                                                                   =====             ======            =====             ======
    Diluted                                                        $.01              ($.00)            $.01              ($.00)
                                                                   =====             ======            =====             ======

    Weighted average number of common shares outstanding:
    Basic                                                    77,936,358         77,936,358       77,936,358          77,936,358
                                                           =============      =============    =============       =============
    Diluted                                                  79,718,239         77,936,358       80,556,368          77,936,358
                                                           =============      =============    =============       =============
</TABLE>

    See notes to consolidated financial statements.

                                       3

<PAGE>


                       WINDSWEPT ENVIRONMENTAL GROUP, INC.
           CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)
<TABLE>
<CAPTION>
                                            Common Stock
                                            ------------
                                          Number of     Par        Paid-in       Accumulated
                                           Shares      Value       Capital         Deficit             Total
                                           ------      -----       -------         -------             -----
<S>                                      <C>           <C>       <C>             <C>                <C>
Balance at July 2, 2003                  77,936,358    $7,794    $34,000,017     $(31,182,432)      $2,825,379

Dividends on Series A preferred                   -         -       (39,000)                -         (39,000)
stock
Net income                                        -         -              -          671,588         671,588
                                         -----------   -------   ------------    -------------      -----------
Balance at December 30, 2003             77,936,358    $7,794    $33,961,017     $(30,510,844)      $3,457,967
                                         ===========   =======   ============    =============      ==========
</TABLE>

See notes to consolidated financial statements.

                                       4

<PAGE>


                       WINDSWEPT ENVIRONMENTAL GROUP, INC.
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                                     Twenty-Six Weeks Ended
                                                                                              -----------------------------------
                                                                                               December 30,         December 31,
                                                                                                   2003                 2002
                                                                                              --------------       --------------
    <S>                                                                                       <C>                  <C>
    CASH FLOWS FROM OPERATING ACTIVITIES:
       Net income (loss)                                                                      $     671,588        $     (79,204)
       Adjustments to reconcile net income (loss) to net cash used in operating
         activities:
          Depreciation and amortization                                                             283,248              269,690
          Provision for doubtful accounts, net                                                       56,451              105,029
          Benefit related to officer options and redeemable common stock                           (348,625)            (162,565)
       Changes in operating assets and liabilities:
          Accounts receivable                                                                    (4,371,897)             238,873
          Inventory                                                                                  11,761               69,147
          Costs and estimated earnings in excess of billings on uncompleted
            contracts                                                                               337,683                3,259
          Refundable income taxes                                                                 1,080,186                    -
          Prepaid expenses and other current assets                                                  (6,834)            (360,108)
          Other assets                                                                               (1,064)             (28,013)
          Accounts payable and accrued expenses                                                    (235,679)             (57,665)
          Accrued payroll and related fringe benefits                                               129,090               12,047
          Income taxes payable                                                                      301,223             (450,820)
          Other current liabilities                                                                 (77,560)             294,218
          Billings in excess of costs and estimated earnings on uncompleted
            contracts                                                                               (42,544)            (145,724)
                                                                                              --------------       --------------
    NET CASH USED IN OPERATING ACTIVITIES                                                        (2,212,973)            (291,836)
                                                                                              --------------       --------------

    CASH FLOWS FROM INVESTING ACTIVITIES:
       Purchases of property and equipment                                                         (263,678)          (1,027,871)
                                                                                              --------------       --------------
    NET CASH USED IN INVESTING ACTIVITIES                                                          (263,678)          (1,027,871)
                                                                                              --------------       --------------

    CASH FLOWS FROM FINANCING ACTIVITIES:
       Principal payments of long-term debt                                                        (193,027)             (63,022)
       Proceeds from long-term debt                                                                 160,098              391,830
       Repayment of convertible note to related party                                                     -             (100,000)
       Payment of preferred stock dividends                                                         (39,000)             (39,000)
       Proceeds from short-term notes payable to a related party                                  2,525,000            1,425,000
       Repayments of short-term notes payable to a related party                                          -             (422,957)
                                                                                              --------------       --------------
    NET CASH PROVIDED BY FINANCING ACTIVITIES                                                     2,453,071            1,191,851
                                                                                              --------------       --------------

    NET DECREASE IN CASH                                                                            (23,580)            (127,856)

    CASH - BEGINNING OF PERIOD                                                                      130,096              399,679
                                                                                              --------------       --------------

    CASH - END OF PERIOD                                                                      $     106,516        $     271,823
                                                                                              ==============       ==============

    Cash paid during the period for:
       Interest                                                                               $      19,159        $      24,506
                                                                                              ==============       ==============
       Income taxes                                                                           $           -        $     651,621
                                                                                              ==============       ==============
</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 ("generally  accepted accounting  principles") 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  generally  accepted   accounting
     principles 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 December 30,
     2003, the results of operations for the thirteen and twenty-six weeks ended
     December 30, 2003 and  December 31, 2002 and cash flows for the  twenty-six
     weeks ended December 30, 2003 and December 31, 2002,  have been  included.
     Certain  prior period amounts  have been  reclassified  to conform to the
     December 30, 2003 presentation.


     The results for the thirteen and twenty-six weeks ended December 30, 2003
     and  December  31, 2002 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 fiscal year ended July 1, 2003.

2.   STOCK OPTIONS - In December 2002, the Financial Accounting Standards Board
     ("FASB") issued Statement of Financial  Accounting  Standards ("SFAS)"
     No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure
     - an amendment of FASB Statement No. 123 (" SFAS 148"). SFAS No. 148 amends
     SFAS No. 123, "Accounting for Stock-Based  Compensation"  ("SFAS 123"), to
     provide  alternative  methods of transition  for a voluntary  change to the
     fair value based method of accounting for stock-based employee compensation
     and does not permit the use of the original SFAS No. 123 prospective method
     of  transition  in fiscal years  beginning  after  December  15,  2003.  In
     addition, SFAS No. 148 amends the disclosure  requirements of SFAS No. 123
     to require prominent disclosures  in both  annual and  interim  financial
     statements  about  the method of accounting  for  stock-based   employee
     compensation  and  the  effect  of the  method  used on  reported  results,
     regardless of whether,  when, or how an entity adopts the preferable, fair
     value based method of accounting. SFAS No. 148 improves the prominence and
     clarity  of  the  pro  forma  disclosures  required  by  SFAS  No.  123  by
     prescribing a specific tabular format and by requiring  disclosure in the
     "Summary of Significant Accounting Policies" or its equivalent and improves
     the  timeliness  of those disclosures  by  requiring  their  inclusion  in
     financial reports for interim  periods.  The  Company  has  adopted  the
     disclosure  requirements  of SFAS No. 148.  The Company  will  continue to
     account for stock-based employee  compensation under APB Opinion No. 25 and
     its related interpretations.

     The following table illustrates the effect on net income and net income
     per share if the Company had applied the fair value recognition provisions
     of SFAS No. 123, "Accounting for Stock-Based Compensation," to stock-based
     employee compensation for all periods:

                                       6

<PAGE>
<TABLE>
<CAPTION>
                                                     Thirteen Weeks Ended               Twenty-Six Weeks Ended
                                               --------------------------------   ---------------------------------
                                                December 30,      December 31,      December 30,      December 31,
                                                    2003              2002              2003              2002
                                               --------------    --------------    --------------    --------------
<S>                                            <C>               <C>               <C>               <C>
Net income (loss)
   attributable to common
   shareholders as reported                    $     442,937     $    (202,651)    $     632,588     $    (118,204)
   Less:  Stock-based
     employee compensation
     cost determined under
     the fair value method,
     net of related tax effects                       41,342            59,780            82,683           119,561
                                               --------------    --------------    --------------    --------------
Pro forma net income (loss)
   attributable to common
   shareholders                                $     401,595     $    (262,431)    $     549,905     $    (237,765)
                                               ==============    ==============    ==============    ==============

Net income (loss) per share:
   Basic - as reported                                 $.01              ($.00)             $.01             ($.00)
                                                       =====             ======             =====            ======
   Basic - pro forma                                   $.01              ($.00)             $.01             ($.00)
                                                       =====             ======             =====            ======

   Diluted - as reported                               $.01              ($.00)             $.01             ($.00)
                                                       =====             ======             =====            ======
   Diluted - pro forma                                 $.01              ($.00)             $.01             ($.00)
                                                       =====             ======             =====            ======
</TABLE>

3.   NET INCOME (LOSS) PER COMMON SHARE - The calculation of basic and
     diluted net income (loss) 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 (loss) per share for the thirteen and twenty-six
     weeks ended December 30, 2003 and December 31, 2002, respectively:
<TABLE>
<CAPTION>
                                    Thirteen Weeks Ended                     Twenty-Six Weeks Ended
                            ----------------------------------        -----------------------------------
                             December 30,        December 31,          December 30,         December 31,
                                 2003                2002                  2003                 2002
                            --------------      --------------        --------------       --------------
<S>                         <C>                 <C>                   <C>                  <C>
Numerator:
 Net income (loss)
 attributable to
 common shareholders        $     442,937      $     (202,651)        $     632,588        $    (118,204)
 Add interest on
 convertible notes,
 net of tax                             -                   -                     -                    -
                            --------------      --------------        --------------       --------------
                            $     442,937       $    (202,651)        $     632,588        $    (118,204)
                            ==============      ==============        ==============       ==============
Denominator:
  Share reconciliation:
  Shares used for basic
  income (loss) per
  share                        77,936,358          77,936,358            77,936,358           77,936,358
  Effect of dilutive
  items:
  Stock options                 1,781,881                   -             2,620,010                    -
  Convertible securities                -
                            --------------      --------------        --------------       --------------
   Shares used for
   dilutive income
   (loss) per share            79,718,239          77,936,358            80,556,368           77,936,358
                            ==============      ==============        ==============       ==============
Net income (loss) per
 share:
   Basic                             $.01               ($.00)                 $.01                ($.00)
   Diluted                           $.01               ($.00)                 $.01                ($.00)
</TABLE>

                                       7

<PAGE>

     The dilutive net income per share computation for the thirteen
     week and twenty-six week periods ended December 30, 2003 excludes
     3,910,309 and 3,710,309 shares, respectively, related to stock
     options and warrants because the effect of including them would be
     anti-dilutive. The dilutive net loss per share computation for the
     thirteen and twenty-six week periods ended December 31, 2002
     excludes approximately 4,805,000 and 4,874,000 shares,
     respectively, related to employee stock options and warrants and
     approximately 260,000 and 418,000 shares, respectively, related to
     convertible notes because the effect of including them would be
     anti-dilutive. For all periods presented, 1,300,000 shares of
     common stock issuable upon the exercise of the Series A Redeemable
     Convertible Preferred Stock were excluded from diluted earnings
     per share because the effect of including them would be
     anti-dilutive.

4.   PROVISION (BENEFIT) FOR INCOME TAXES - The provision (benefit) for
     income taxes for the thirteen and twenty-six weeks ended December
     30, 2003 and December 31, 2002 consists of the following:
<TABLE>
<CAPTION>
                                  Thirteen Weeks Ended                    Twenty-Six Weeks Ended
                           ----------------------------------      ----------------------------------
                            December 31,        December 30,        December 31,        December 30,
                                2003                2002                2003                2002
                           --------------      --------------      --------------      --------------
<S>                        <C>                 <C>                 <C>                 <C>
Federal - current          $     101,061       $     (21,413)      $     171,787       $     (15,413)
State - current                    3,425               4,096               6,850               6,096
                           --------------      --------------      --------------      --------------
Total                      $     104,486       $     (17,317)      $     178,637       $      (9,317)
                           ==============      ==============      ==============      ==============
</TABLE>


     The effective rate for income taxes differs from the statutory
     rate primarily as a result of the 100% valuation allowance against
     deferred tax assets. 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 December 30, 2003, the Company had approximately
     $1,022,000 in net operating loss carryforwards for tax purposes
     that expire at various dates through 2019. Due to the acquisition
     of greater than 50% ownership in October 1999 by Windswept
     Acquisition Corporation, a wholly-owned subsidiary of Spotless
     Plastics (USA), Inc. ("Spotless"), the Company is limited to
     utilizing $68,000 of net operating loss carryforwards per annum.

5.   CONTINGENCIES -The Company is a party to litigation matters and
     claims that are in the ordinary 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 material 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 (1.4% at
     December 30, 2003) 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 December 30, 2003, the
     Company owed Spotless $4,225,000 under this promissory note.
     Subsequent to December 30, 2003, the Company borrowed an additional
     $685,000 and as of February 3, 2004, the Company owed Spotless
     $4,910,000 on such short-term loans to fund working capital.

7.   SUBSEQUENT EVENT - In recent months, as the Company's business has
     expanded and it has encountered slower collections of certain of its
     accounts receivable, the Company has needed to borrow increased
     amounts from Spotless under the promissory note dated November 16,
     2001 that accrues interest at the rate of LIBOR plus one percent
     per annum.  As a result of the additional borrowings, the amount
     outstanding under the promissory note was $4,225,000 as of December
     30, 2003 and $4,910,000 as of February 3, 2004.  This left the
     Company with a small amount of additional borrowing capacity under
     present financing arrangements.  The Company has considered various
     alternatives to increase its liquidity. In this connection, the
     Company has increased its liquidity by

                                       8

<PAGE>

     entering an Account Receivable Finance Agreement dated as of
     February 5, 2004 with Spotless pursuant to which Spotless may
     purchase certain of the Company's accounts receivable for cash,
     subject to certain terms and conditions.

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

  OVERVIEW

  The Company, through its wholly-owned subsidiaries, provides a full array
  of emergency response, remediation and disaster restoration services to a
  broad range of clients. The Company has expertise in areas of hazardous
  materials remediation, microbial remediation, testing, toxicology,
  training, wetlands restoration, wildlife and natural resources
  rehabilitation, technical advisory, restoration and site renovation
  services.

  The Company's revenues are derived primarily from providing emergency
  response, remediation and disaster restoration services, and its 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. The Company's selling, general, and administrative
  expenses primarily consist of expenses related to provisions for doubtful
  accounts, legal fees, sales salaries, marketing, consulting, insurance and
  travel and entertainment.

  In recent months, as the Company's business has expanded and it has
  encountered slower collections of certain of its accounts receivable, the
  Company has needed to borrow increased amounts from Spotless under the
  promissory note dated November 16, 2001 that accrues interest at the rate
  of LIBOR plus one percent per annum. As a result of the additional
  borrowings, the amount outstanding under the promissory note was $4,225,000
  as of December 30, 2003 and $4,910,000 as of February 3, 2004. This left
  the Company with a small amount of additional borrowing capacity under
  present financing arrangements. The Company has considered various
  alternatives to increase its liquidity. In this connection, the Company has
  increased its liquidity by entering an Account Receivable Finance
  Agreement, dated as of February 5, 2004, with Spotless pursuant to which
  Spotless may purchase certain of the Company's accounts receivable for
  cash, subject to certain terms and conditions. Under the Account Receivable
  Finance Agreement, Spotless may, but is not obligated to, purchase one or
  more of the Company's accounts receivable, which are approved by Spotless,
  in its sole discretion, in respect of the particular debtor, invoices and
  related credit. As part of the agreement, Spotless would purchase any
  accounts receivable at a 15% discount to invoice prices, which the Company
  believes is at least as favorable to it as would be available from an
  unaffiliated third-party, based upon a good-faith estimate of an applicable
  discount negotiated at arms length. In addition, the Company would pay varying
  monthly discount fees on any purchased accounts receivable based upon invoice
  prices. Further, the Company will (a) manage any accounts receivable that it
  sells to Spotless while remitting to Spotless any proceeds received and (b)
  bear any related litigation costs.

  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

                                       9

<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 December 30, 2003. 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 it 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 DECEMBER 30, 2003 AND DECEMBER 31, 2002

  Revenue

  Total revenues for the thirteen weeks ended December 30, 2003 increased by
  $659,426, or 11%, to $6,523,473 from $5,864,047 for the thirteen weeks
  ended December 31, 2002. This increase was primarily attributable to
  increases of approximately $1,660,000 related to an oil tank cleaning
  project, approximately $1,260,000 related to a fire restoration project and
  approximately $950,000 related to projects from a new insurance company
  customer, which was partially offset by decreases of approximately
  $2,400,000 related to a nonrecurring mold remediation project in Hawaii,
  approximately $650,000 related to the loss of business from an insurance
  company and approximately $200,000 related to fewer emergency response
  projects for a local utility company.

  Cost of Revenues

  Cost of revenues increased $334,517 or 7% to $4,909,711 for the thirteen
  weeks ended December 30, 2003 as compared to $4,575,194 for the thirteen
  weeks ended December 31, 2002. Gross profit increased $324,909 to
  $1,613,762, or 25% of total revenue, for the thirteen weeks ended December
  30, 2003 from $1,288,853, or 22% of total revenue, for the thirteen weeks
  ended December 31, 2002, due primarily to the increased sales volume and
  the mix of services towards higher margin projects such as emergency
  response.

  Selling, General and Administrative Expenses

  Selling, general and administrative expenses decreased by $357,906 or 23%
  to $1,204,868 for the thirteen weeks ended December 30, 2003 from
  $1,562,774 for the thirteen weeks ended December 31, 2002 and constituted
  approximately 18% and 27% of revenues in these periods, respectively. This
  decrease was primarily attributable to decreases in the provision for
  doubtful accounts of approximately $223,000, legal expenses of
  approximately $161,000, sales salaries of approximately $50,000 and
  marketing expenses of approximately $50,000, offset by increases in
  consulting expenses of approximately $106,000.

  Benefit Related to Variable Accounting Treatment for Officer Options

  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
  $189,533 for the thirteen weeks ended December 30, 2003 compared to $81,344
  for the thirteen weeks ended December 31, 2002. This

                                       10

<PAGE>


  benefit was due to a decrease in the market price of the Company's common
  stock and/or an increase in the number of options outstanding that are
  vested. 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 increased by $4,483, or 17%, to $31,504 for the thirteen
  weeks ended December 30, 2003 from $27,021 for the thirteen weeks ended
  December 31, 2002. The increase in interest expense was primarily
  attributable to greater amounts of debt outstanding resulting from
  increased borrowings from Spotless for working capital.

  Provision (Benefit) for Income Taxes

  The provision (benefit) for income taxes increased by $121,151 to a
  provision of $104,486 for the thirteen weeks ended December 30, 2003 from a
  benefit of $17,317 for the thirteen weeks ended December 31, 2002. The
  increase was primarily attributable to the increase in pretax income for
  the thirteen weeks ended December 30, 2003.

  Net Income (Loss)

  Net income (loss) increased by $645,588 to net income of $462,437 for the
  thirteen weeks ended December 30, 2003 from net loss of $183,151 for the
  thirteen weeks ended December 31, 2002. The increase was the result of the
  factors discussed above.

  Twenty-six weeks ended December 30, 2003 and December 31, 2002

  Revenue

  Total revenues for the twenty-six weeks ended December 30, 2003 increased
  by $1,326,376, or 13%, to $11,783,399 from $10,457,023 for the twenty-six
  weeks ended December 31, 2002. This increase was primarily attributable to
  increases of approximately $2,000,000 related to an oil tank cleaning
  project, approximately $1,260,000 related to a fire restoration project,
  approximately $923,000 related to emergency response work performed in
  Virginia and Maryland resulting from Hurricane Isabel, approximately
  $338,000 related to a mold remediation project in Connecticut,
  approximately $100,000 for increases in insurance projects and
  approximately $100,000 in training revenue, which was partially offset by
  decreases of approximately $3,500,000 related to a nonrecurring mold
  remediation project in Hawaii.

  Cost of Revenues

  Cost of revenues increased $729,9893 or 9% to $8,839,653 for the twenty-six
  weeks ended December 30, 2003 as compared to $8,109,670 for the twenty-six
  weeks ended December 31, 2002. Gross profit increased $596,393 to
  $2,943,746, or 25% of total revenue, for the twenty-six weeks ended
  December 30, 2003 from $2,347,353, or 22% of total revenue, for the
  twenty-six weeks ended December 31, 2002, due primarily to the increased
  sales volume and the mix of services towards higher margin projects such as
  emergency response.

  Selling, General and Administrative Expenses

  Selling, general and administrative expenses decreased by $180,099 or 7% to
  $2,406,459 for the twenty-six weeks ended December 30, 2003 from $2,586,558
  for the twenty-six weeks ended December 31, 2002 and constituted
  approximately 20% and 25% of revenues in these periods, respectively. This
  decrease was primarily attributable to decreases in the provision for
  doubtful accounts of approximately $133,000, legal expenses of
  approximately $170,000, sales salaries of approximately $79,000 and
  marketing expenses of approximately $60,000, offset by increases in
  consulting expenses of approximately $150,000, insurance expenses of
  approximately $65,000 and travel and entertainment expenses of
  approximately $44,000.

  Benefit Related to Variable Accounting Treatment for Officer Options

  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

                                       11

<PAGE>


  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 $348,625 for the twenty-six weeks ended December 30, 2003
  compared to $162,565 for the twenty-six weeks ended December 31, 2002.
  This benefit was due to a decrease in the market price of the Company's
  common stock and/or an increase in the number of options outstanding that
  are vested. 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 increased by $24,457, or 69%, to $59,647 for the
  twenty-six weeks ended December 30, 2003 from $35,190 for the twenty-six
  weeks ended December 31, 2002. The increase in interest expense was
  primarily attributable to greater amounts of debt outstanding resulting
  from increased borrowings from Spotless for working capital.

  Provision (Benefit) for Income Taxes

  The provision (benefit) for income taxes increased by $187,954 to a
  provision of $178,637 for the twenty-six weeks ended December 30, 2003 from
  a benefit of $9,317 for the twenty-six weeks ended December 31, 2002. The
  increase was primarily attributable to the increase in pretax income for
  the twenty-six weeks ended December 30, 2003.

  Net Income (Loss)

  Net income (loss) increased by $750,792 to net income of $671,588 for the
  twenty-six weeks ended December 30, 2003 from net loss of $79,204 for the
  twenty-six weeks ended December 31, 2002. The increase was the result of
  the factors discussed above.

  LIQUIDITY AND CAPITAL RESOURCES

  As of December 30, 2003, the Company had a cash balance of $106,516,
  working capital of $2,556,670 and stockholders' equity of $3,457,967. As of
  July 1, 2003, the Company had cash balances of $130,096, working capital of
  $2,217,290 and stockholders' equity of $2,825,379. At July 2, 2002, the
  Company had cash balances of $399,679, working capital of $4,326,473 and
  stockholders' equity of $3,372,383. 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 its current
  operations as long as it does not encounter difficulty collecting its
  accounts receivable. 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 in addition to
  the financing contemplated by the Account Receivable Finance Agreement
  dated as of February 5, 2004, although Spotless is under no legal
  obligation to provide such additional funds. The Company currently has no
  credit facility for additional borrowing. Under the Account Receivable
  Finance Agreement, Spotless may, but is not obligated to, purchase one or
  more of the Company's accounts receivable, which are approved by Spotless,
  in its sole discretion, in respect of the particular debtor, invoices and
  related credit. As part of the agreement, Spotless would purchase any
  accounts receivable at a 15% discount to invoice prices, which the Company
  believes is at least as favorable to it as would be available from an
  unaffiliated third-party, based upon a good-faith estimate of an applicable
  discount negotiated at arms length. In addition, the Company would pay varying
  monthly discount fees on any purchased accounts receivable based upon invoice
  prices. Further, the Company will (a) manage any accounts receivable that it
  sells to Spotless while remitting to Spotless any proceeds received and (b)
  bear any related litigation costs.

  Net cash used in operating activities was $2,212,973 for the twenty-six
  weeks ended December 30, 2003 as compared to $291,836 for the twenty-six
  weeks ended December 31, 2002. Accounts receivable increased by $4,371,897
  for the twenty-six weeks ended December 30, 2003 as a result of increased
  sales and difficulties in cash collections. Accounts receivable decreased
  by $238,873 for the twenty-six weeks ended December 31, 2002 due to
  increased collection activities. Accounts payable and accrued expenses
  decreased by $235,679 for the twenty-six weeks ended December 30, 2003 as a
  result of payment of a legal settlement. Accounts payable

                                       12

<PAGE>


  and accrued expenses decreased $57,665 for the twenty-six weeks ended
  December 31, 2002 due to lower salesvolume. Refundable income taxes decreased
  by $1,080,186 for the twenty-six weeks ended December 30, 2003 as a result of
  collection of a federal income tax refund. Income taxes payable increased by
  $301,223 for the twenty-six weeks ended December 30, 2003 as a result of
  taxes accrued on income for the period. Income taxes payable decreased by
  $450,820 for the twenty-six weeks ended December 31, 2002 as a result of
  estimated tax payments.

  Cash used for capital expenditures was $263,678 during the twenty-six weeks
  ended December 30, 2003 as compared to $1,027,871 for the twenty-six weeks
  ended December 31, 2002.

  Financing activities for the twenty-six weeks ended December 30, 2003
  provided net cash of $2,453,071. This amount includes repayments of
  long-term debt of $193,027, proceeds from long-term debt of $160,098,
  payment of dividends on preferred stock of $39,000 and proceeds from
  short-term loans from Spotless of $2,525,000. Financing activities for the
  twenty-six weeks ended December 31, 2002 provided net cash of $1,191,851.
  This amount included repayments of long-term debt of $63,022, proceeds from
  long-term debt of $391,830, repayment of a convertible note to a related
  party of $100,000, payment of preferred stock dividends of $39,000,
  proceeds from borrowings from Spotless of $1,425,000 and repayments of
  borrowings to Spotless of $422,957.

  As of December 30, 2003, the Company owed Spotless $4,225,000 under a
  promissory note. Subsequent to December 30, 2003, the Company borrowed an
  additional $685,000 and as of February 3, 2004, the Company owed Spotless
  $4,910,000 on such short-term loans to fund working capital. All borrowings
  from Spotless bear interest at the London Interbank Offering Rate ("LIBOR")
  plus 1 percent, are secured by all of the Company's assets and are payable
  on demand.

  Management believes the Company will require positive cash flow from
  operations to meet its working capital needs over the next twelve months
  unless the Company increases its borrowings from Spotless or sufficiently
  utilizes its Accounts Receivable Finance Agreement with Spotless. In the
  event that positive cash flow from operations is not generated, the Company
  may be required to seek additional financing, from Spotless or otherwise,
  to meet its working capital needs. Management continues to pursue
  additional funding sources, but has been unable to attract debt or equity
  capital on terms more favorable than those available from Spotless. The
  Company anticipates continued 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.

  The table below summarizes contractual obligations and commitments as of
  December 30, 2003:
<TABLE>
<CAPTION>
                              Total          1 Year         2-3 Years        4-5 Years
                              -----          ------         ----------        ---------
   <S>                     <C>              <C>             <C>               <C>
   Operating leases        $1,252,169       $359,115        $  761,899        $131,155
   Long-term debt             742,536        384,261           268,596          89,679
                           -----------      ---------       -----------       ---------
                           $1,994,705       $743,376        $1,030,495        $220,834
                           ===========      =========       ===========       =========
</TABLE>

  OFF-BALANCE SHEET ARRANGEMENTS

  The Company does not have any off-balance sheet arrangements.

                                       13

<PAGE>


  INFLATION

  Inflation has not had a material impact on the Company's operations over
  the past three fiscal years or during the twenty-six weeks ended December
  30, 2003.

  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.

  FORWARD-LOOKING STATEMENTS

  Statements contained in this 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:

        o   the market acceptance and amount of sales of the Company's services,
        o   the Company's success in increasing revenues and reducing expenses,
        o   the frequency and magnitude of environmental disasters or
            disruptions resulting in the need for the types of services the
            Company provides,
        o   the extent of the enactment, enforcement and strict interpretations
            of laws relating to environmental remediation,
        o   the competitive environment within the industries in which
            the Company operates, o the Company's ability to raise
            additional capital, o the Company's ability to attract and
            retain qualified personnel, and o the other factors and
            information disclosed and discussed in other sections of this
            Quarterly Report on Form 10-Q and in the Company's
            Report on Form 10-K for the fiscal year ended July 1,
            2003.

  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 foregoing 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 and with the consolidated financial statements
  included in the Company's annual report on Form 10-K.

  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 nature of Company's market risks since the Company's Annual
  Report on Form 10-K for the period ended July 1, 2003.

                                       14

<PAGE>


  ITEM 4.  CONTROLS AND PROCEDURES

  Our principal executive and financial officers have concluded, based on
  their evaluation of, the effectiveness of our "disclosure controls and
  procedures" as of the end of the period covered by this quarterly report on
  Form 10-Q (as defined under Rule 13a-15(e) and Rule 15d-15(e) of the
  Securities Exchange Act of 1934) were effective as of such date 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 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 1, 2003 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
           ---------------------------------------------------

           The 2003 Annual Meeting of Stockholders of the Company was
           held on December 15, 2003, at which the following matter was
           voted upon and adopted by the votes indicated:

           To elect eight directors to the Board of Directors to serve
           until the next annual meeting of stockholders, unless any such
           director shall resign, become disqualified, disabled or
           otherwise removed from office. The names of the directors and
           votes cast in favor of their election and votes withheld are
           as follows:

               Nominee                     For              Withheld
               -------                     ---              --------
               Peter A. Wilson           75,080,291          14,295
               Michael O'Reilly          75,080,791          13,795
               Charles L. Kelly, Jr.     75,080,291          14,295
               Brian S. Blythe           75,080,241          14,345
               John J. Bongiorno         75,080,481          14,105
               Ronald B. Evans           75,080,481          14,105
               Anthony Towell            75,081,331          13,255
               Dr. Kevin Phillips        75,081,331          13,255

  ITEM 5.  OTHER INFORMATION
           -----------------

               On February 5, 2004, the Company's board of directors approved
               and recommended to its stockholders an amendment to the
               Company's certificate of incorporation increasing the number
               of authorized shares of its common stock from 150,000,000 to
               450,000,000.

                                       15

<PAGE>


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

       a. Exhibits:
       10.1  Account Receivable Financing Agreement
       31.1  Certification of Chief Executive Officer pursuant to Sarbanes-Oxley
             Section 302(a)
       31.2  Certification of Chief Financial Officer pursuant to Section 302(a)
       32.1  Certification of Chief Executive Officer and Chief Financial
             Officer pursuant to 18 U.S.C. Section 1350.

       b. Reports on Form 8-K:

              None

                                       16

<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.


                                        WINDSWEPT ENVIRONMENTAL GROUP, INC.




     Date: February 5, 2004             By:   /s/ Michael O'Reilly
                                           ----------------------------------
                                           MICHAEL O'REILLY,
                                           President and Chief Executive Officer
                                           (Principal Executive Officer)





     Date: February 5, 2004             By:   /s/ Charles L. Kelly, Jr.
                                           ---------------------------------
                                           CHARLES L. KELLY, JR.
                                           Chief Financial Officer
                                           (Principal Financial Officer)


                                       17