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 March 30, 2004,

                                       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
     May 5, 2004 was 77,936,358.

<PAGE>

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

  ITEM 1. FINANCIAL STATEMENTS

                       WINDSWEPT ENVIRONMENTAL GROUP, INC.
                           CONSOLIDATED BALANCE SHEETS
                         MARCH 30, 2004 AND JULY 1, 2003
<TABLE>
<CAPTION>
                                                                                                     March 30,         July 1,
                                                                                                       2004             2003
                                                                                                  --------------   --------------
                                                                                                    (Unaudited)
  <S>                                                                                             <C>              <C>
  ASSETS:

  CURRENT ASSETS:
     Cash                                                                                         $     235,186    $     130,096
     Accounts receivable, net of allowance for doubtful accounts of $463,698 and $402,804,            8,159,175        5,881,603
       respectively
     Inventory                                                                                          165,083          215,466
     Costs and estimated earnings in excess of billings on uncompleted contracts                        436,287          871,753
     Refundable income taxes                                                                            750,000        1,080,186
     Prepaid expenses and other current assets                                                          283,766          279,597
                                                                                                  --------------   --------------
     Total current assets                                                                            10,029,497        8,458,701

  PROPERTY AND EQUIPMENT, net of accumulated depreciation and amortization of $5,553,586
     and $5,111,516, respectively                                                                     2,752,582        2,497,435

  OTHER ASSETS                                                                                          186,657           98,127
                                                                                                  --------------   --------------

  TOTAL                                                                                           $  12,968,736    $  11,054,263
                                                                                                  ==============   ==============

  LIABILITIES AND STOCKHOLDERS' EQUITY:

  CURRENT LIABILITIES:
     Accounts payable                                                                             $   1,855,809    $   1,487,683
     Accrued expenses                                                                                 1,240,986        1,193,339
     Short-term notes payable to related party                                                        5,000,000        1,700,000
     Billings in excess of cost and estimated earnings on uncompleted contracts                         220,743          299,427
     Accrued payroll and related fringe benefits                                                      1,086,607          659,659
     Current maturities of long-term debt                                                               359,600          436,617
     Other current liabilities                                                                          525,984          464,686
                                                                                                  --------------   --------------
     Total current liabilities                                                                       10,289,729        6,241,411

  LONG-TERM DEBT                                                                                        404,628          338,848
                                                                                                  --------------   --------------
  COMMITMENTS AND CONTINGENCIES

  REDEEMABLE COMMON STOCK AND STOCK OPTIONS                                                             103,896          348,625
                                                                                                  --------------   --------------
  SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK, $.01 par value; 1,300,000 shares
     authorized; 1,300,000 shares outstanding at March 30, 2004 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 March 30, 2004 and July 1, 2003                                                         -                -
     Common stock, $.0001 par value; 150,000,000 shares authorized; 77,936,358 shares
        outstanding at March 30, 2004 and July 1, 2003.                                                   7,794            7,794
     Additional paid-in-capital                                                                      33,941,517       34,000,017
     Accumulated deficit                                                                            (33,078,828)     (31,182,432)
                                                                                                  --------------   --------------
     Total stockholders' equity                                                                         870,483        2,825,379
                                                                                                  --------------   --------------

  TOTAL                                                                                           $  12,968,736    $  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               Thirty-Nine Weeks Ended
                                                           --------------------------------    ---------------------------------
                                                              March 30,         April 1,          March 30,          April 1,
                                                                2004              2003              2004               2003
                                                           --------------    --------------    --------------     --------------
    <S>                                                    <C>               <C>               <C>                <C>
    Revenues                                               $   3,026,183     $   3,648,548     $  14,809,582      $  14,105,571

    Cost of revenues                                           4,650,312         3,204,889        13,489,965         11,314,559
                                                           --------------    --------------    --------------     --------------

    Gross (loss) profit                                       (1,624,129)          443,659         1,319,617          2,791,012
                                                           --------------    --------------    --------------     --------------

    Operating expenses (income):
    Selling, general and administrative expenses               1,521,322         1,463,083         3,927,781          4,049,641
    Expense (benefit) related to variable accounting
       treatment for officer options                             103,896          (270,409)         (244,729)          (432,974)
                                                           --------------    --------------    --------------     --------------
       Total operating expenses                                1,625,218         1,192,674         3,683,052          3,616,667
                                                           --------------    --------------    --------------     --------------

    Loss from operations                                      (3,249,347)         (749,015)       (2,363,435)          (825,655)
                                                           --------------    --------------    --------------     --------------

    Other expense (income):
       Interest expense                                          252,681            16,100           312,328             51,290
       Other, net                                                 (5,407)             (116)          (29,367)           (23,425)
                                                           --------------    --------------    --------------     --------------
       Total other expense                                       247,274            15,984           282,961             27,865
                                                           --------------    --------------    --------------     --------------

    Loss before benefit for income taxes                      (3,496,621)         (764,999)       (2,646,396)          (853,520)

    Benefit for income taxes                                    (928,637)         (365,534)         (750,000)          (374,851)
                                                           --------------    --------------    --------------     --------------

    Net loss                                                  (2,567,984)         (399,465)       (1,896,396)          (478,669)

    Dividends on preferred stock                                 (19,500)          (19,500)          (58,500)           (58,500)
                                                           --------------    --------------    --------------     --------------

    Net loss attributable to common shareholders           $  (2,587,484)    $    (418,965)    $  (1,954,896)     $    (537,169)
                                                           ==============    ==============    ==============     ==============

    Basic and diluted net loss per common share:
    Basic                                                          ($.03)            ($.01)            ($.03)             ($.01)
                                                                   ======            ======            ======             ======
    Diluted                                                        ($.03)            ($.01)            ($.03)             ($.01)
                                                                   ======            ======            ======             ======

    Weighted average number of common shares outstanding:
    Basic                                                      77,936,358        77,936,358        77,936,358         77,936,358
                                                               ==========        ==========        ==========         ==========
    Diluted                                                    77,936,358        77,936,358        77,936,358         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           Addtional
                                         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                                     (58,500)                           (58,500)
stock

Net loss                                          -         -              -       (1,896,396)      (1,896,396)
                                         -----------   -------   ------------    -------------      -----------

Balance at March 30, 2004                77,936,358    $7,794    $33,941,517     $(33,078,828)      $  870,483
                                         ===========   =======   ============    =============      ===========
</TABLE>

See notes to consolidated financial statements.

                                        4
<PAGE>

                       WINDSWEPT ENVIRONMENTAL GROUP, INC.
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                                   Thirty-Nine Weeks Ended
                                                                                              --------------------------------
                                                                                                 March 30,          April 1,
                                                                                                   2004               2003
                                                                                              --------------     --------------
    <S>                                                                                       <C>                <C>
    CASH FLOWS FROM OPERATING ACTIVITIES:
       Net loss                                                                               $  (1,896,396)     $    (478,669)
       Adjustments to reconcile net loss to net cash used in operating activities:
          Depreciation and amortization                                                             442,070            409,491
          Provision for doubtful accounts, net                                                       60,894            196,913
          Benefit related to officer options and redeemable common stock                           (244,729)          (432,974)
       Changes in operating assets and liabilities:
          Accounts receivable                                                                    (2,338,466)           874,261
          Inventory                                                                                  50,383             56,542
          Costs and estimated earnings in excess of billings on uncompleted contracts               435,466             30,347
          Refundable income taxes                                                                   330,186           (380,947)
          Prepaid expenses and other current assets                                                  (4,169)           (92,518)
          Other assets                                                                              (88,530)           (57,690)
          Accounts payable and accrued expenses                                                     396,273           (170,818)
          Accrued payroll and related fringe benefits                                               426,948            165,013
          Other current liabilities                                                                  78,781           (493,960)
          Billings in excess of costs and estimated earnings on uncompleted contracts               (78,684)            (8,735)
                                                                                              --------------     --------------
    NET CASH USED IN OPERATING ACTIVITIES                                                        (2,429,973)          (383,744)
                                                                                              --------------     --------------

    CASH FLOWS FROM INVESTING ACTIVITIES:
       Purchases of property and equipment                                                         (714,701)        (1,078,497)
                                                                                              --------------     --------------
    NET CASH USED IN INVESTING ACTIVITIES                                                          (714,701)        (1,078,497)
                                                                                              --------------     --------------

    CASH FLOWS FROM FINANCING ACTIVITIES:
       Principal payments of long-term debt                                                        (323,769)          (112,194)
       Proceeds from long-term debt                                                                 312,533            391,831
       Repayment of convertible note to related party                                                     -           (100,000)
       Payment of preferred stock dividends                                                         (39,000)           (58,500)
       Proceeds from short-term notes payable to a related party                                  3,300,000          1,825,000
       Repayments of short-term notes payable to a related party                                          -           (825,000)
                                                                                              --------------     --------------
    NET CASH PROVIDED BY FINANCING ACTIVITIES                                                     3,249,764          1,121,137
                                                                                              --------------     --------------

    NET INCREASE (DECREASE) IN CASH                                                                 105,090           (341,104)

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

    CASH - END OF PERIOD                                                                      $     235,186      $      58,575
                                                                                              ==============     ==============

    Cash paid during the period for:
       Interest                                                                                     $34,168            $50,203
                                                                                                    ========          =========
       Income taxes                                                                                      $-           $232,731
                                                                                                    ========          =========
</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 March 30, 2004, the results of operations for
     the thirteen and thirty-nine weeks ended March 30, 2004 and April 1, 2003
     and cash flows for the thirty-nine weeks ended March 30, 2004 and April 1,
     2003, have been included. Certain prior period amounts have been
     reclassified to conform to the March 30, 2004 presentation.

     The results for the thirteen and thirty-nine weeks ended March 30, 2004 and
     April 1, 2003 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.

                                       6

<PAGE>


     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:
<TABLE>
<CAPTION>
                                        Thirteen Weeks Ended              Thirty-Nine Weeks Ended
                                 --------------------------------    --------------------------------
                                    March 30,         April 1,          March 30,         April 1,
                                      2004              2003              2004              2003
                                 --------------    --------------    --------------    --------------
<S>                              <C>               <C>               <C>               <C>
Net loss attributable to
   common shareholders as
   reported                        $(2,587,484)        $(418,965)      $(1,954,896)        $(537,169)
   Less:  Stock-based
     employee compensation
     cost determined under
     the fair value method,
     net of related tax effects         41,433            59,780           124,116           179,341
                                 --------------    --------------    --------------    --------------
Pro forma net loss
   attributable to common
   shareholders                  $  (2,628,917)    $    (478,745)    $  (2,079,012)    $    (716,510)
                                 ==============    ==============    ==============    ==============

Net loss per share:
   Basic - as reported                   ($.03)            ($.01)            ($.03)            ($.01)
                                         ======            ======            ======            ======
   Basic - pro forma                     ($.03)            ($.01)            ($.03)            ($.01)
                                         ======            ======            ======            ======

   Diluted - as reported                 ($.03)            ($.01)            ($.03)            ($.01)
                                         ======            ======            ======            ======
   Diluted - pro forma                   ($.03)            ($.01)            ($.03)            ($.01)
                                         ======            ======            ======            ======
</TABLE>

                                       7

<PAGE>

3.   NET LOSS PER COMMON SHARE -The calculation of basic and diluted net
     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 loss per share for the thirteen and thirty-nine weeks ended March
     30, 2004 and April 1, 2003, respectively:
<TABLE>
<CAPTION>
                                    Thirteen Weeks Ended                 Thirty-Nine Weeks Ended
                            ----------------------------------     --------------------------------
                               March 30,           April 1,           March 30,         April 1,
                                 2004                2003               2004              2003
                            --------------      --------------     --------------    --------------
<S>                         <C>                 <C>                <C>               <C>
Numerator:
Net loss attributable
   to common
   shareholders               $(2,587,484)          $(418,965)       $(1,954,896)        $(537,169)
                              ============          ==========       ============        ==========
Denominator:
  Share reconciliation:
  Shares used for basic
    loss per share             77,936,358          77,936,358         77,936,358        77,936,358
  Effect of dilutive
     items:
  Stock options                         -                   -                  -                 -
  Convertible securities                -                   -                  -                 -
                            --------------      --------------     --------------    --------------
   Shares used for
     dilutive loss per
     share                     77,936,358          77,936,358         77,936,358        77,936,358
                            ==============       =============     ==============    ==============
Net loss per share:
   Basic                            ($.03)              ($.01)             ($.03)             ($.01)
   Diluted                          ($.03)              ($.01)             ($.03)             ($.01)
</TABLE>

     The dilutive net loss per share computation for the thirteen week and
     thirty-nine week periods ended March 30, 2004 excludes 9,246,618 and
     3,560,309 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 April 1, 2003 excludes approximately  4,369,000 and 4,680,000 shares,
     respectively, related to employee stock options and approximately 418,000
     shares for the thirty-nine week period ended  April 1, 2003  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.   BENEFIT FOR INCOME TAXES - The benefit for income taxes for the thirteen
     and thirty-nine weeks ended March 30, 2004 and April 1, 2003 consists of
     the following:
<TABLE>
<CAPTION>
                                  Thirteen Weeks Ended                Thirty-Nine Weeks Ended
                           --------------------------------      --------------------------------
                              March 30,          April 1,           March 30,         April 1,
                                2004              2003                2004              2003
                           --------------    --------------      --------------    --------------
<S>                        <C>               <C>                 <C>               <C>
Federal - current              $(932,062)        $(365,534)          $(760,275)        $(380,947)
State - current                    3,425                                10,275             6,096
                           --------------    --------------      --------------    --------------
Total                          $(928,637)        $(365,534)          $(750,000)        $(374,851)
                           ==============    ==============      ==============    ==============
</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 March 30, 2004, 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

                                       8

<PAGE>


     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  - As of March 30, 2004, the Company owed
     Spotless $5,000,000, which bears interest at the rate of LIBOR (1.5% at
     March 30, 2004) plus 1% per annum and is payable on demand. The Company has
     increased its liquidity by entering into 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 without
     recourse for cash, subject to certain terms and conditions.  The Company
     accounts for its transfers of accounts  receivable to Spotless as sales
     under Statement of Financial  Standards No. 140, "Accounting for Transfers
     and Servicing of Financial Assets and Extinguishments of Liabilities."
     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 may 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 arm's length, as may be
     adjusted by Spotless in its sole discretion.  In addition, the Company pays
     varying monthly discount fees on any purchased accounts receivable based
     upon invoice  prices.  All discounts and fees under the Account Receivable
     Finance Agreement are characterized as interest expense in the consolidated
     statements of operations.  Further, the Company (a) manages any accounts
     receivable  that it sells to Spotless while remitting to Spotless  any
     proceeds received and (b) bears any related litigation costs. For both the
     thirteen-weeks and thirty-nine weeks ended March 30, 2004, the Company sold
     approximately $1,179,000 of accounts receivable to Spotless and incurred
     approximately $208,000 of discounts and fees associated with these sales.


7.   OIL STORAGE TANK PROJECT- In April 2003, the Company commenced a
     remediation project in New York City for a local utility to remove sediment
     from an oil storage tank.  During the course of the  project, the sediment
     in the tank and was found to be substantiallly different than the sediment
     that the customer represented to be in the tank prior to the inception of
     the project. The Company continued to work on the project so as not to
     default on the terms which it understood to exist with the customer.  The
     additional costs incurred to remove this matter, in the amount of
     approximately $1,600,000, were billed to the customer.  However, the
     collectibility of such monies cannot be assured. Accordingly, the Company
     has not recognized the revenue associated with this claim.  The project has
     been substantially completed and the customer has refused to acknowledge
     its liability for the additional charges billed by the Company.  The
     Company has retained legal counsel to review its claim with the customer
     and believes that additional monies billed will be collected. As of March
     30, 2004, the Company has recognized revenue of approximately $1,600,000
     with respect to the original scope of this project, of which approximately
     $728,000 is still due to the Company.  The Company believes that its claim
     for additional compensation has legal merit and, if negotiations with the
     customer do not yield satisfactory results, the Company intends to pursue
     legal action against the customer for the additional costs incurred plus a
     reasonable profit margin.

     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

                                       9

<PAGE>

     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, the Company has encountered slower collections of
     certain of its accounts receivable, and its liquidity has been severely
     adversely affected by its unrecouped costs incurred in connection with an
     oil storage tank project.  Accordingly, the Company has needed to borrow
     increased amounts from Spotless. As a result of the additional  borrowings,
     the amount outstanding was $5,000,000 as of March 30, 2004. The Company has
     considered various alternatives to increase its liquidity, including a
     preliminary proposal made by Spotless in January 2004 to convert a
     significant portion of its outstanding  debt into shares of the Company's
     common stock, which could have allowed Spotless to loan additional funds to
     the Company and to increase its ownership of the Company's common stock to
     over 90% and, if it so desired and with the consent of the Company's Series
     A Redeemable Convertible Preferred Stockholders, (a) effect a short-form
     merger and (b) terminate the public registration of the Company's common
     stock with the SEC under the Securities Exchange Act of 1934 because the
     common stock would no longer be held by at least 300 stockholders of
     record. In this connection, the Company 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 without recourse 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 may 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
     arm's length, as may be adjusted by Spotless in its sole discretion.  In
     addition, the Company pays varying monthly discount fees on any purchased
     accounts receivable based upon invoice prices. All discounts and fees under
     the Account Receivable Finance Agreement are characterized as interest
     expense in the consolidated statements of operations.  Further, the Company
     (a) manages any accounts receivable that it sells to Spotless while
     remitting to Spotless any proceeds received and (b) bears any related
     litigation costs. For both the  thirteen-weeks and thirty-nine weeks ended
     March 30, 2004, the Company sold approximately $1,179,000 of accounts
     receivable to Spotless and incurred approximately $208,000 of discounts and
     fees associated with these sales.

                                       10

<PAGE>

     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 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 March 30, 2004. 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 MARCH 30, 2004 AND APRIL 1, 2003

     Revenue

     Total revenues for the thirteen weeks ended March 30, 2004 decreased by
     $622,365, or 17%, to $3,026,183 from $3,648,548 for the thirteen weeks
     ended April 1, 2003. This decrease was primarily attributable to decreases
     of approximately $252,000 related to a nonrecurring mold remediation
     project in Mexico and approximately $386,000 related to the loss of
     business from an insurance company.

     Cost of Revenues

     Cost of revenues increased $1,445,423 or 45% to $4,650,312 for the thirteen
     weeks ended March 30, 2004 as compared to $3,204,889 for the thirteen weeks
     ended April 1, 2003, primarily due to cost overruns incurred on an oil
     storage tank project (see Note 7).  Gross profit decreased $2,067,788 to
     $(1,624,129) for the thirteen weeks ended March 30, 2004 from $443,659,
     for the thirteen weeks ended April 1, 2003, primarily due to costs incurred
     on the oil tank storage project.

                                       11

<PAGE>

     Selling, General and Administrative Expenses

     Selling, general and administrative expenses increased by $58,239 or 4% to
     $1,521,322 for the thirteen weeks ended March 30, 2004 from $1,463,083 for
     the thirteen weeks ended April 1, 2003 and constituted approximately 50%
     and 40% of revenues in these periods, respectively. This increase was
     primarily attributable to increases in consulting expenses of approximately
     $97,000, marketing expenses of approximately $51,000, insurance expenses of
     approximately 49,000 and the provision for doubtful accounts of
     approximately $36,000, offset by decreases in legal expenses of
     approximately $127,000, sales salaries of approximately $37,000 and
     officers salaries of approximately $19,000.

     (Benefit) Expense 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
     expense related to variable accounting treatment for officer options was
     $103,896 for the thirteen weeks ended March 30, 2004 compared to a benefit
     of ($270,409) for the thirteen weeks ended April 1, 2003. The expense in
     the thirteen weeks ended March 30, 2004 was due to an increase in the
     market price of the Company's common stock and/or a change in the number of
     options outstanding that are vested. The benefit in the thirteen weeks
     ended April 1, 2003 was due to a decrease in the market price of the
     Company's common stock and/or a change 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 $236,581 to $252,681 for the thirteen weeks
     ended March 30, 2004 from $16,100 for the thirteen weeks ended April 1,
     2003. The increase in interest expense was primarily attributable to the
     discount recorded when Spotless purchased accounts receivable from the
     Company under the Account Receivable Finance Agreement and greater amounts
     of debt outstanding resulting from increased borrowings from Spotless for
     working capital.

     Benefit for Income Taxes

     The benefit for income taxes increased by $563,103 to $928,637 for the
     thirteen weeks ended March 30, 2004 from $365,534 for the thirteen weeks
     ended April 1, 2003.

     Net Loss

     Net loss increased by $2,168,519 to $2,567,984 for the thirteen weeks ended
     March 30, 2004 from $399,465 for the thirteen weeks ended April 1, 2003.
     The increase was the result of the factors discussed above.

     THIRTY-NINE WEEKS ENDED MARCH 30, 2004 AND APRIL 1, 2003

     Revenue

     Total revenues for the thirty-nine weeks ended March 30, 2004 increased by
     $704,011, or 5%, to $14,809,582 from $14,105,571 for the thirty-nine
     weeks ended April 1, 2003. This increase was primarily attributable to
     increases of approximately $852,000 related to an oil tank cleaning
     project, approximately $1,850,000 related to several fire restoration
     projects, 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 $537,000 related to several water emergency
     services, approximately $162,000 related to a monitoring project of water
     containments, approximately $100,000 in training revenue and approximately
     $1,110,000 related to projects from a new insurance company customer, which
     was partially offset by decreases of approximately $3,750,000 related to a
     nonrecurring mold remediation project in Hawaii and Mexico, approximately
     $1,115,000 related to the loss of business from an insurance company and
     approximately $406,000 related to fewer emergency response projects for a
     local utility company.

                                       12

<PAGE>

     Cost of Revenues

     Cost of revenues increased $2,175,406 or 19% to $13,489,965 for the
     thirty-nine weeks ended March 30, 2004 as compared to $11,314,559 for the
     thirty-nine weeks ended April 1, 2003. Gross profit decreased $1,471,395 to
     $1,319,617, or 22% of total revenue, for the thirty-nine weeks ended March
     30, 2004 from $2,791,012, or 20% of total revenue, for the thirty-nine
     weeks ended April 1, 2003, due primarily to cost overruns incurred on an
     oil storage tank project (see Note 7).

     Selling, General and Administrative Expenses

     Selling, general and administrative expenses decreased by $121,860 or 3% to
     $3,927,781 for the thirty-nine weeks ended March 30, 2004 from $4,049,641
     for the thirty-nine weeks ended April 1, 2003 and constituted approximately
     27% and 29% of revenues in these periods, respectively. This decrease was
     primarily attributable to decreases in the provision for doubtful accounts
     of approximately $97,000, legal expenses of approximately $297,000 and
     sales salaries of approximately $115,000, offset by increases in consulting
     expenses of approximately $247,000, insurance expenses of approximately
     $115,000 and miscellaneous expenses of approximately $60,000.

     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
     $244,729 for the thirty-nine weeks ended March 30, 2004 compared to
     $432,974 for the thirty-nine weeks ended April 1, 2003. This benefit was
     due to a decrease in the market price of the Company's common stock and/or
     a change 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 $261,038 to $312,328 for the thirty-nine
     weeks ended March 30, 2004 from $51,290 for the thirty-nine weeks ended
     April 1, 2003. The increase in interest expense was primarily attributable
     to the discount recorded when Spotless purchased accounts receivable from
     the Company under the Account Receivable Finance Agreement and greater
     amounts of debt outstanding resulting from increased borrowings from
     Spotless for working capital.

     Benefit for Income Taxes

     The benefit for income taxes increased by $375,149 to $750,000 for the
     thirty-nine weeks ended March 30, 2004 from $374,851 for the thirty-nine
     weeks ended April 1, 2003.

     Net Loss

     Net loss increased by $1,417,727 to $1,896,396 for the thirty-nine weeks
     ended March 30, 2004 from $478,669 for the thirty-nine weeks ended April 1,
     2003. The decrease was the result of the factors discussed above.

     LIQUIDITY AND CAPITAL RESOURCES

     As of March 30, 2004, the Company had a cash balance of $235,186, working
     capital of $(260,232) and stockholders' equity of $870,483. 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

                                       13

<PAGE>

     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 may 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 arm's length, as may be adjusted by Spotless in its
     sole discretion. In addition, the Company pays varying monthly discount
     fees on any purchased accounts receivable based upon invoice prices. All
     discounts and fees under the Account Receivable Finance Agreement are
     characterized as interest expense. As of March 30, 2004, the Company has
     incurred $208,000 of such discounts and fees. Further, the Company (a)
     manages any accounts receivable that it sells to Spotless while remitting
     to Spotless any proceeds received and (b) bears any related litigation
     costs.

     Net cash used in operating activities was $2,429,973 for the thirty-nine
     weeks ended March 30, 2004 as compared to $383,744 for the thirty-nine
     weeks ended April 1, 2003. Accounts receivable increased by $2,338,466 for
     the thirty-nine weeks ended March 30, 2004 as a result of increased sales
     and difficulties in cash collections. Accounts receivable decreased by
     $874,261 for the thirty-nine weeks ended April 1, 2003 due to increased
     collection activities. Accounts payable and accrued expenses increased by
     $396,273 for the thirty-nine weeks ended March 30, 2004 as a result of the
     Company's cash collections difficulties which resulted in slower payments
     to vendors. Accounts payable and accrued expenses decreased $170,818 for
     the thirty-nine weeks ended April 1, 2003 due to lower sales volume.
     Refundable income taxes decreased by $330,186 for the thirty-nine weeks
     ended March 30, 2004 as a result of collection of a federal income tax
     refund.

     Cash used for capital expenditures was $714,701 during the thirty-nine
     weeks ended March 30, 2004 as compared to $1,078,497 for the thirty-nine
     weeks ended April 1, 2003.

     Financing activities for the thirty-nine weeks ended March 30, 2004
     provided net cash of $3,249,764. This amount includes repayments of
     long-term debt of $323,769, proceeds from long-term debt of $312,533,
     payment of preferred stock dividends of $39,000 and proceeds from
     short-term loans from Spotless of $3,300,000. Financing activities for the
     thirty-nine weeks ended April 1, 2003 provided net cash of $1,121,137. This
     amount included repayments of long-term debt of $112,194, proceeds from
     long-term debt of $391,831, repayment of a convertible note to a related
     party of $100,000, payment of preferred stock dividends of $58,500,
     proceeds from borrowings from Spotless of $1,825,000 and repayments of
     borrowings to Spotless of $825,000.

     As of March 30, 2004, the Company owed Spotless $5,000,000. 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.

     The Company's liquidity has been severely adversely affected by its
     unrecouped costs incurred in connection with an oil storage tank project.
     The Company believes that it will be successful in collecting for this
     project, but no assurance can be given as to the timing or amount of any
     such recovery.

     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

                                       14

<PAGE>

     future cash requirements are expected to depend on numerous factors,
     including, but not limited to: (a) the ability to obtain environmental or
     related construction contracts, (b) the ability to generate positive cash
     flow from operations, and the extent thereof, (c) the ability to raise
     additional capital or obtain additional financing, and (d) economic
     conditions.

     The table below summarizes contractual obligations and commitments as of
March 30, 2004:
<TABLE>
<CAPTION>
                                Total            1 Year            2-3 Years        4-5 Years
                                -----            ------            ---------        ---------
       <S>                   <C>                <C>               <C>               <C>
       Operating leases      $1,390,105         $439,887          $  917,429        $  32,789
       Long-term debt           764,228          359,600             333,101           71,527
                             -----------        ---------         -----------       ----------
                             $2,154,333         $799,487          $1,250,530        $ 104,316
                             ===========        =========         ===========       ==========
</TABLE>

     OFF-BALANCE SHEET ARRANGEMENTS

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

     INFLATION

     Inflation has not had a material impact on the Company's operations over
     the past three fiscal years or during the thirty-nine weeks ended March 30,
     2004.

     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.

                                       15

<PAGE>

     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.

     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, USE OF PROCEEDS AND ISSUER PURCHASES OF
              EQUITY SECURITIES
              --------------------------------------------------------------

              Not applicable.

     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
              -------------------------------

              The Company is required to pay quarterly dividends on its Series A
              Convertible Preferred Stock, par value $.01 per share (the "Series
              A Preferred"), which dividends accrue from the initial date of
              issuance of the Series A Preferred, are cumulative and, if not
              paid when due, bear interest on the unpaid amount of the past due
              dividends at the prime rate published in The Wall Street Journal
              on the date the dividend was payable, plus 3%. The Company is
              currently in arrears on its Series A Preferred dividend payments
              and interest thereon in the aggregate amount of approximately
              $19,500 due to a lack of available cash. If the Company fails to
              make any four consecutive quarterly dividend payments on the
              Series A Preferred, the majority in interest of the holders of the
              Series A Preferred have the right to elect an additional director
              to the Company's Board of Directors, to serve as a director until
              such accrued and unpaid dividends have been paid in full. There
              can be no assurance when or if the Company will make any Series A
              Preferred dividend payments.

     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
              ---------------------------------------------------

              Not applicable

                                       16

<PAGE>


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

              Not applicable.

     ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

            a. Exhibits:
               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

                                       17

<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: May 19, 2004                By:    /s/ Michael O'Reilly
                                           ------------------------------
                                           MICHAEL O'REILLY,
                                           President and Chief Executive Officer
                                           (Principal Executive Officer)





     Date: May 19, 2004                By:    /s/ Charles L. Kelly, Jr.
                                           ------------------------------
                                           CHARLES L. KELLY, JR.
                                           Chief Financial Officer
                                           (Principal Financial Officer)


                                       18