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

                                 FORM 10-QSB/A-2

(Mark One)

(x)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934.

     For the quarterly period ended July 31, 1996

( )  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 small business issuer as specified in its charter)

            Delaware                                            11-2844247
(State of other jurisdiction of                               (IRS Employer
 incorporation or organization)                           Identification Number)

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

                                 (516) 694-7060
                           (Issuer's telephone number)

                    Comprehensive Environmental Systems Inc.
                    72B Cabot Street West Babylon, NY 11704
              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark  whether the issuer (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 the number of shares  outstanding  of each of the  issuer's  classes of
common equity, as of the latest practicable date.

Common Stock, Par Value $.0001                             10,062,349
(Title of Each Class)                           (Outstanding at August 31, 1997)

Transitional Small Business Disclosure Format (check one): Yes _____   No __X__



<PAGE>



PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements

THE FOLLOWING  AMENDS IN ITS ENTIRETY FORM 10-QSB FOR THE QUARTER ENDED JULY 31,
1996 AS  PREVIOUSLY  FILED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION  ON
SEPTEMBER 10, 1996 AND DECEMBER 17, 1996.

              WINDSWEPT ENVIRONMENTAL GROUP, INC. AND SUBSIDIARIES
              (Formerly Comprehensive Environmental Systems, Inc.)
                     CONSOLIDATED BALANCE SHEETS (RESTATED)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                                    July 31,             April 30,
                                                                                                     1996                  1996
                                                                                                 ------------          ------------
<S>                                                                                              <C>                   <C>         
ASSETS
CURRENT ASSETS
   Cash and cash equivalents                                                                     $    633,411          $    282,933
   Accounts receivable, net of allowance for
      doubtful accounts of $106,000 at
      July 31, 1996 and $75,000 at April 30, 1996                                                   3,168,000             2,043,740
   Inventories and prepaid supplies                                                                   370,065               265,065
   Other current assets                                                                               237,817               148,557
                                                                                                 ------------          ------------
         Total Current Assets                                                                       4,409,293             2,740,295
                                                                                                 ------------          ------------

PROPERTY AND EQUIPMENT, net of
   accumulated depreciation and amortization                                                        3,182,154             3,143,477
                                                                                                 ------------          ------------

OTHER ASSETS
   Investment in non-marketable securities, net of
      valuation allowance of $5,993,841 at
      July 31, 1996 and April 30, 1996                                                                528,000               628,000
   Goodwill, net of accumulated amortization                                                          128,387               131,170
   Other assets                                                                                        40,656                62,447
                                                                                                 ------------          ------------

   TOTAL ASSETS                                                                                  $  8,288,490          $  6,705,389
                                                                                                 ============          ============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
   Current portion of long-term debt                                                             $    254,184          $    260,952
   Accounts payable and accrued expenses                                                            1,614,608             1,335,287
   Deposit                                                                                               --                 150,000
   Income taxes payable                                                                                20,705                59,080
   Payroll taxes payable                                                                                 --                 228,591
   Obligations of unconsolidated subsidiary, net                                                      147,987                  --
                                                                                                 ------------          ------------
         Total Current Liabilities                                                                  2,037,484             2,033,910

OTHER LIABILITIES
   Long-term debt, net of current portion                                                             297,957               382,324
                                                                                                 ------------          ------------

         Total Liabilities                                                                          2,335,441             2,416,234
                                                                                                 ------------          ------------

STOCKHOLDERS' EQUITY
   Preferred stock, $.01 par value, 10,000,000 shares authorized,
     no shares issued or outstanding                                                                     --                    --
   Common stock, $.0001 par value, 50,000,000 shares authorized,
     9,028,477 and 6,167,366 shares issued and outstanding, respectively                                  903                   617
   Additional paid-in capital                                                                      26,541,516            25,159,377
   Treasury stock                                                                                        --                 (58,000)
   Stock subscription receivable                                                                         --                 (46,988)
   Accumulated deficit                                                                            (20,589,370)          (20,765,851)
                                                                                                 ------------          ------------
         Total Stockholders' Equity                                                                 5,953,049             4,289,155
                                                                                                 ------------          ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                       $  8,288,490          $  6,705,389
                                                                                                 ============          ============
</TABLE>


          See Accompanying Notes to Consolidated Financial Statements.


                                        1


<PAGE>


              WINDSWEPT ENVIRONMENTAL GROUP, INC. AND SUBSIDIARIES
              (Formerly Comprehensive Environmental Systems, Inc.)
                        CONSOLIDATED STATEMENTS OF INCOME
                      FOR THE THREE MONTHS ENDED (RESTATED)
                                   (Unaudited)


                                                      July 31,        July 31,
                                                        1996            1995
                                                    -----------     -----------

Revenues                                            $ 5,073,402     $ 3,769,748

Cost of revenues                                      3,543,356       2,217,427
                                                    -----------     -----------

      Gross profit                                    1,530,046       1,552,321

Selling, general and administrative expenses          1,238,506       1,476,645
                                                    -----------     -----------

      Income before other income (expense)              291,540          75,676
                                                    -----------     -----------

Other income (expense):
  Settlement of legal claim                                --           (17,500)
  Realized gain on sale of building                        --           188,624
  Losses on investments                                (100,003)           --
  Interest expense                                      (15,895)           --
  Interest income                                           839            --
                                                    -----------     -----------
      Total other income (expense)                     (115,059)        171,124
                                                    -----------     -----------

      Income before income taxes                        176,481         246,800

Income taxes                                               --              --
                                                    -----------     -----------

      Net income                                    $   176,481     $   246,800
                                                    ===========     ===========

Earnings per common share                           $       .02     $       .07
                                                    ===========     ===========

Weighted average number of
  common shares outstanding                           7,597,922       3,410,825
                                                    ===========     ===========


           See Accompanying Notes to Consolidated Financial Statements


                                        2



<PAGE>


              WINDSWEPT ENVIRONMENTAL GROUP, INC. AND SUBSIDIARIES
              (Formerly Comprehensive Environmental Systems, Inc.)
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
               FOR THE THREE MONTHS ENDED JULY 31, 1996 (RESTATED)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                         Common Stock
                                      -------------------      Additional                      Stock
                                      Number of     Par         Paid-in      Treasury      Subscription   Accumulated
                                       Shares      Value        Capital        Stock        Receivable      Deficit         Total
                                      ---------    ------   -------------   -----------    -----------    ------------   -----------
<S>                                   <C>         <C>       <C>             <C>            <C>            <C>            <C>        
Balance at April 30, 1996             6,097,366    $  617   $  25,159,377   $   (58,000)   $   (46,988)   $(20,765,851)  $ 4,289,155

   Private placements of
      common stock                    2,711,111       271       1,232,154                                                  1,232,425

   Issuance of common
      stock for services                150,000        15         149,985                                                    150,000

   Issuance of treasury stock
      to settle legal obligations        70,000                                  58,000                                       58,000

   Collection of stock subscription
      receivable                                                                                46,988                        46,988

   Net Income                                                                                                  176,481       176,481
                                      ---------    ------   -------------   -----------    -----------    ------------   -----------

Balance at July 31, 1996              9,028,477   $   903   $  26,541,516   $      --      $      --      $(20,589,370)  $ 5,953,049
                                      =========    ======   =============   ===========    ===========    ============   ===========
</TABLE>


           See Accompanying Notes to Consolidated Financial Statements


                                        3


<PAGE>



              WINDSWEPT ENVIRONMENTAL GROUP, INC. AND SUBSIDIARIES
              (Formerly Comprehensive Environmental Systems, Inc.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      FOR THE THREE MONTHS ENDED (RESTATED)
                                   (Unaudited)

                                                       July 31,       July 31,
                                                         1996           1995
                                                     -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES
   Net income                                        $   176,481    $   246,800
   Adjustments to reconcile net income to net cash
   flows from operating activities:
     Depreciation and amortization                       160,300         59,144
     Gain on sale of building                               --         (188,624)
     Issuance of common stock for services               150,000        442,250
      Losses on investment                               100,003           --
   Changes in operating assets and liabilities:
     Accounts receivable                              (1,124,260)      (534,205)
     Inventories and prepaid supplies                   (105,000)      (124,666)
     Note receivable                                        --           50,000
     Other current assets                                (89,260)      (146,083)
     Other assets                                         21,791        (59,101)
     Accounts payable and accrued expenses               279,321        715,243
     Current Income taxes                                (38,375)        45,743
     Other current liabilities                          (228,591)        31,857
     Deferred income taxes                                  --           42,000
                                                    -----------     -----------

NET CASH FLOWS FROM OPERATING ACTIVITIES                (697,590)       580,358
                                                     -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
   Payment for investment in subsidiary                     --          (10,000)
   Reserve for contingencies                                --         (367,309)
   Deposits advanced                                        --          397,943
   Obligations of unconsolidated subsidiary, net         147,987           --
   Acquisition of fixed assets                          (196,197)    (1,152,891)
   Deferred acquisition costs                               --         (107,126)
                                                     -----------    -----------

NET CASH FLOWS FROM INVESTING ACTIVITIES                 (48,210)    (1,239,383)
                                                     -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
   Principal payments of long-term debt                  (33,135)       (34,165)
   Payment of note payable                                  --          (75,000)
   Proceeds from issuance of common stock,
    net of advance deposits                            1,082,425      1,903,144
   Stock subscription receivable                          46,988       (446,455)
                                                     -----------    -----------

NET CASH FLOWS FROM FINANCING ACTIVITIES               1,096,278      1,347,524
                                                     -----------    -----------

NET CHANGE IN CASH AND CASH EQUIVALENTS                  350,478        688,499

CASH AND EQUIVALENTS-BEGINNING                           282,933        648,023
                                                     -----------    -----------

CASH AND EQUIVALENTS-ENDING                          $   633,411    $ 1,336,522
                                                     ===========    ===========


           See Accompanying Notes to Consolidated Financial Statements


                                        4


<PAGE>



              WINDSWEPT ENVIRONMENTAL GROUP, INC. AND SUBSIDIARIES
              (Formerly Comprehensive Environmental Systems, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       FOR THE QUARTER ENDED JULY 31, 1996
                                   (Unaudited)


(1)  Consolidated Financial Statements The consolidated balance sheet at the end
     of the preceding fiscal year has been derived from the audited consolidated
     balance sheet  contained in the Company's  Form 10-KSB and is presented for
     comparative  purposes.  All other financial  statements are unaudited.  All
     unaudited  amounts are subject to year-end  adjustments and audit,  but the
     Company believes all  adjustments,  consisting only of normal and recurring
     adjustments, necessary to present fairly the financial position, results of
     operations and changes in cash flows for all interim periods presented have
     been  made.  The  results  of  operations  for  interim   periods  are  not
     necessarily indicative of the operating results for the full year.

     Footnote  disclosures normally included in financial statements prepared in
     accordance with generally accepted accounting  principles have been omitted
     in accordance  with the published  rules and  regulations of the Securities
     and Exchange Commission.  These consolidated financial statements should be
     read in  conjunction  with  the  financial  statements  and  notes  thereto
     included in the Company's Form 10-KSB for the most recent fiscal year.

(2)  Equity  Transactions  During the quarter  ended July 31, 1996,  the Company
     sold and issued  2,711,111  discounted,  restricted  shares of common stock
     under  several  private  placements  for gross  proceeds  of  approximately
     $1,320,000.  Out of the proceeds,  approximately $148,000 of fees were paid
     to a director of the  Company.  In  addition,  the Company  issued  150,000
     shares of common stock for services rendered during the quarter.

(3)  Statements of Cash Flows

     NON-CASH FINANCING ACTIVITIES

<TABLE>
<S>                                                                               <C>                 <C>   
     Issuance of restricted common shares for the investment
     in New York Testing Laboratories, Inc., and Subsidiaries                     $  --               $ 67,500
                                                                                  =======             ========

     Step-up in basis of property and equipment resulting from
     the allocated purchase price in excess of net assets
     acquired from New York Testing Laboratories, Inc. and Subsidiaries           $  --               $328,681
                                                                                  =======             ========

     Issuance of common shares in exchanged for
     services rendered                                                            $  --               $ 48,500
                                                                                  =======             ========

     Issuance of treasury shares in settlement of legal
     obligations                                                                  $58,000             $   --
                                                                                  =======             ========
</TABLE>

(4)  Restatement of Consolidated  Financial Statements During the second quarter
     of fiscal  1997,  the  Company  determined  that the  accounting  treatment
     related to certain  issuances of common stock for various  services  during
     fiscal 1996 and 1995 was improper. This issue came to light subsequent to a
     management  restructuring.  As a  result,  the  Company  has  restated  the
     financial statements to properly account for these transactions. The effect
     of these changes on the net income for the fiscal  quarters  ended July 31,
     1996 and 1995 are as follows:

                                                                July 31,
                                                         -----------------------
                                                           1996           1995
                                                           ----           ----

     Net income, as originally reported                  $605,481       $501,030

     Net income, as restated                             $455,481       $246,800

     Income per share, as originally reported            $    .06       $    .08

     Income per share, as restated                       $    .06       $    .07


                                        5


<PAGE>



              WINDSWEPT ENVIRONMENTAL GROUP, INC. AND SUBSIDIARIES
              (Formerly Comprehensive Environmental Systems, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       FOR THE QUARTER ENDED JULY 31, 1996
                                   (Unaudited)


(4)  Restatement of  Consolidated  Financial  Statements  (cont'd) These changes
     were  principally  related  to  investment  service  fees and  other  costs
     incurred  by the  Company  which  should  have been  expensed  rather  than
     recorded as a reduction to Additional Paid-in Capital.  The restatement had
     no effect on the total shares outstanding or Total  Stockholders'Equity  as
     of July 31,1996.  The effect of these changes results in an increase of the
     Company's Accumulated Deficit of approximately  $6,100,000 and $150,000 and
     a corresponding  increase of Additional Paid-in Capital for such amounts as
     of April 30, 1996 and July 31, 1996, respectively.

     In  connection  with the April 30,  1997 year end  accounting  closing  and
     subsequent analysis performed,  it was determined that errors had been made
     with respect to the  determination  of the  carrying  value of the deferred
     income  tax asset as of April 30,  1996 and April 30,  1995.  In  addition,
     $432,000 of  compensation  paid to a former officer of the Company had been
     accounted for as a reduction of additional  paid-in capital during the year
     ended April 30, 1996.  The effect of these changes  resulted in an increase
     to the  Company's  Accumulated  Deficit of  $3,016,000,  a decrease  in the
     Deferred  income tax asset of  $2,584,000,  and an  increase of $432,000 in
     Additional  Paid-in  Capital  as of  April  30,1996.  The  Company  further
     determined   that  the  July  31,  1996  10-QSB/A-1   included   additional
     mistatements.  The accompanying consolidated financial statements have been
     restated  to correct  the  errors,  resulting  in the  following  changesto
     accumulated  deficit  as of July  31,  1996  and the  related  consolidated
     statements of operations for the quarter then ended.


                                             Accumulated       Net      Earnings
                                               Deficit       Income    Per Share
                                               -------       ------    ---------

     As previously reported and restated     $(17,294,370)   $ 455,481    $ .06

     Overstatement of deferred income
     tax asset as of April 30, 1995            (1,782,533)        --        --

     Overstatement of deferred income
     tax asset as of and for the year
     ended April 30, 1996                        (801,467)        --        --

     Overstatement of additional paid-in
     capital and understatement of
     compensation expense as of and for
     the year ended April 30,1996                (432,000)        --        --

     Compensation expense previously
     charged to additional paid-in capital       (148,000)    (148,000)    (.02)

     Provision for doubtful accounts              (31,000)     (31,000)    (.01)

     Write-down of investment                    (100,000)    (100,000)    (.01)
                                             ------------    ---------    -----
     As adjusted, July 31, 1996              $(20,589,370)   $ 176,481    $ .02
                                             ============    =========    =====

     In addition to the above the Company  reclassified certain income statement
     and balance  sheet amounts to account for an  unconsolidated  subsidiary in
     the process of  liquidation,  Laboratory  Testing  Services,  Inc.,  on the
     equity basis, which had previously been consolidated.

     Reclassifications  of  $108,000  were made  decreasing  selling and general
     administrative  expenses and increasing cost of sales to reflect the proper
     classification of certain accounts.


                                        6


<PAGE>



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

The following discussion of the fiscal quarters ended July 31, 1996 and 1995, is
being  updated as of September 29, 1997 and should be read in  conjunction  with
the Consolidated Financial Statements contained herein.

RESULTS OF OPERATIONS

Revenues for the first  quarter of fiscal 1997 were  $5,073,000,  an increase of
$1,303,000, or 35%, from the same period last year.

Gross profit  decreased  to 30% compared to 41% for the first  quarter of fiscal
1996.  This  decrease was related to the mix of work as well as increases in the
size of certain  contracts  which  normally  carry a slightly lower gross profit
percentage.

Income from operations was $291,000 for this current quarter. This represents an
increase of $215,000, or 285%, from the first quarter of last year.

Selling,  general and  administrative  expenses  decreased by $238,000  from the
first quarter of last year to the first quarter of this year. As a percentage of
revenues,  such expenses  decreased  from 39% to 24% for the quarters ended July
31, 1995 and 1996,  respectively.  This percentage decrease is the direct result
of  non-recurring  expenses  incurred  in the prior year,  streamlining  current
operations   and  setting  an  overhead   structure  to  accommodate  an  annual
consolidated revenue base of between $15 and $20 million.

A provision for taxes was not required for the current  fiscal  quarter  because
sufficient  reserves  exist against the deferred tax assets  recognized in prior
periods to off-set such provision. Management believes that the reversal of such
reserves is  appropriate in light of the current growth in revenues and earnings
from core operations.

LIQUIDITY AND CAPITAL RESOURCES

Working capital at July 31, 1996 was  approximately  $2,372,000,  an increase of
$1,666,000,  or 236%, from April 30, 1996. Cash also increased by $350,000 since
April 30, 1996. As of July 31, 1996 the Company's  current ratio and quick ratio
was 2.2:1 and 1.9:1, respectively.  This represents a substantial improvement in
liquidity  from April 30,  1996  where  such  ratios  were  1.35:1  and  1.14:1,
respectively.

It is managements continued goal to maintain low levels of long-term debt and to
finance  equipment  acquisition  only when  appropriate.  Total debt compared to
total equity  improved  from April 30, 1996 to July 31,  1996.  Such ratios were
 .9:1 and .5:1, respectively. As a result, the current debt/capital structure can
now accommodate a working capital credit facility to finance accounts receivable
that will enhance cash flow and business growth.

The Company  believes that the current  levels of working  capital and liquidity
will not be sufficient to support the continued increase in its revenue base and
scope of operations.  As such, management will be seeking new sources of capital
as well as establishing a credit facility in order to meet its goals.


                                        7


<PAGE>



PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Pending Litigation

The Company  commenced an arbitration  action in August 1995 in connection  with
the Spartan  Dismantling  Corp.  joint operating  agreement.  The action alleges
breach of contract,  fiduciary  responsibility  and other claims. The Company is
seeking to recover its net advances  and  accumulated  profits of  approximately
$2,800,000.  Management intends to continue aggressively pursuing this action to
the fullest extent.

In an action that commenced in August 1995 in United States District Court,  the
Company,  various  current and prior officers and directors have been named in a
lawsuit with certain  shareholders which contains various allegations  asserting
misrepresentations  and  non-disclosure  of certain stock  issuances made by the
Company during fiscal 1995.  Management denies any wrongdoing,  asserts that the
complaint is without merit and intends to continue  vigorously  defending  these
claims and, assert counterclaims.

Other Proceeding

In January  1996,  the Company's  wholly-owned  subsidiary,  Laboratory  Testing
Services,  Inc. ("LTS") filed a Chapter 11 petition in United States  Bankruptcy
Court in the Eastern District of New York.  Simultaneously to which,  operations
of LTS were  discontinued  and efforts focused on liquidating  assets to satisfy
outstanding corporate  obligations.  This proceeding is expected to be finalized
during  fiscal  1997.   Company  management  does  not  expect  any  significant
impairment  of  capital  to the  extent  that  settled  obligations  exceed  the
liquidated assets of LTS.

Item 2. Changes in Securities

         None

Item 3. Defaults Upon Senior Securities

         None

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

         None

Item 5. Other Information

         None

Item 6. Exhibits and Reports on Form 8-K

         (a)   Exhibits: 27 - Financial Data Schedule
         (b)   Reports on Form 8-K

               No  reports on Form 8-K have been filed  during the  quarter  for
               which this report is filed.


                                        8


<PAGE>



                                   SIGNATURES

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

Dated:   September 29, 1997

                                            WINDSWEPT ENVIRONMENTAL GROUP, INC.



                                     By: /s/ Michael O'Reilly
                                         ---------------------------------------
                                             MICHAEL O'REILLY, Chairman and
                                             Chief Executive Officer


                                     By: /s/ Alan W. Schoenbart
                                         ---------------------------------------
                                             ALAN W. SCHOENBART, CPA,
                                             Chief Financial Officer


                                        9