<PAGE>

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

                                   FORM 10-QSB

(Mark One)

[X]     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934

For the quarterly period ended March 31, 2003
                               -------------

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ____________ to _______

Commission file number  0-74220
                        -------

                          Whitewing Environmental Corp.
                      -------------------------------------
        (Exact name of small business issuer as specified in its charter)

            Delaware                                     95-4437350
            --------                                     ----------
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)

                   730 Grand Avenue, Ridgefield, New Jersey 07657
 -------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (201) 943-0800
                ------------------------------------------------
                           (Issuer's telephone number)

                              Whitewing Labs, Inc.
--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [X] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 34,061,443

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]


<PAGE>

                         PART I -- FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

         Consolidated Balance Sheet at March 31, 2003 (unaudited)

         Consolidated Statements of Operations for the three months
           ended March 31, 2002 and 2003 (unaudited)

         Consolidated Statement of Stockholders' Equity for the
           three months ended March 31, 2003 (unaudited)

         Consolidated Statements of Cash Flows for the three months
           ended March 31, 2002 and 2003 (unaudited)

         Notes to Condensed Consolidated Financial Statements

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

ITEM 3.  CONTROLS & PROCEDURES

                         PART II -- OTHER INFORMATION

                                       1


<PAGE>

                 WHITEWING ENVIRONMENTAL CORP. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)

                                 MARCH 31, 2003

                                     ASSETS

Current assets:
   Cash                                                              $    4,113
   Accounts receivable, net of allowance for doubtful accounts
     of $90,000                                                         543,911
   Inventory                                                            205,541
   Note receivable, current portion                                      67,447
   Prepaid expenses                                                     117,176
                                                                     -----------
              Total current assets                                      938,188
                                                                     -----------

Property and equipment, net                                           1,540,637
                                                                     -----------

Assets held for sale                                                    321,088
                                                                     -----------

Other assets:
   Intangible assets, net                                               570,437
   Note receivable, net of current portion                               52,841
   Due from affiliate                                                   664,279
   Other assets                                                         175,018
                                                                     -----------
              Total other assets                                      1,462,575
                                                                     -----------

              Total assets                                           $4,262,488
                                                                     ===========

                                   (CONTINUED)

                                       2


<PAGE>
<TABLE>
                   WHITEWING ENVIRONMENTAL CORP. AND SUBSIDIARIES

                             CONSOLIDATED BALANCE SHEET
                                     (UNAUDITED)

                                   MARCH 31, 2003

                                     (CONCLUDED)
<CAPTION>

                        LIABILITIES AND STOCKHOLDERS' EQUITY

<S>                                                                     <C>
Current liabilities:
   Line of credit                                                       $   584,143
   Current maturities of bank loan and mortgage                              35,224
   Current maturities of obligations under capital leases                    98,257
   Loans payable - related parties                                          533,280
   Current maturities of loans payable                                      137,276
   Accounts payable and accrued expenses                                  1,025,196
   Due to affiliate                                                          22,085
   Deferred revenue                                                          37,604
                                                                        ------------
              Total current liabilities                                   2,473,065

Bank loans and mortgage, net of current maturities                          380,432
Obligations under capital leases, net of current maturities                 204,705
Loans payable, net of current maturities                                    291,061
Convertible notes payable                                                   179,014
                                                                        ------------
              Total liabilities                                           3,528,277
                                                                        ------------

Commitment and contingencies

Stockholders' equity:
   Preferred stock, $.001 par value, 10% cumulative, 500,000 shares
     authorized, no shares issued and outstanding                                --
   Common stock, $.001 par, 100,000,000 shares authorized,
     34,211,443 shares issued and outstanding                                34,211
   Additional paid-in capital                                             4,873,016
   Accumulated deficit                                                   (4,173,016)
                                                                        ------------
              Total stockholders' equity                                    734,211
                                                                        ------------

              Total liabilities and stockholders' equity                $ 4,262,488
                                                                        ============

     THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                         3
</TABLE>


<PAGE>

                 WHITEWING ENVIRONMENTAL CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                   For The Three Months Ended
                                                            March 31,
                                                 -------------------------------
                                                      2002              2003
                                                 -------------     -------------

Service revenue                                  $    799,744      $    664,661
Product sales                                         418,106           408,355
Rental income                                          27,938                --
                                                 -------------     -------------
                                                    1,245,788         1,073,016

Cost of goods sold and services sold                  792,901           850,190
                                                 -------------     -------------

Gross profit                                          452,887           222,826
                                                 -------------     -------------

Operating expenses:
  Selling, general and administrative expenses         600,480           828,172
  Bad debt expense                                     17,500            17,464
  Depreciation and amortization                        52,236           104,993
                                                 -------------     -------------
                                                      670,216           950,629
                                                 -------------     -------------

Operating loss                                       (217,329)         (727,803)
                                                 -------------     -------------

Other expense:
  Interest expense                                    (29,788)         (236,269)
  Equity in loss of affiliate                            (535)          (47,853)
                                                 -------------     -------------
                                                      (30,323)         (284,122)
                                                 -------------     -------------

Net loss                                         $   (247,652)     $ (1,011,925)
                                                 =============     =============

Basic/diluted loss per share                     $       (.01)     $       (.03)
                                                 =============     =============

Weighted average shares outstanding                17,588,889        34,211,443
                                                 =============     =============

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

      THE ABOVE STATEMENT GIVES RETROACTIVE EFFECT TO THE RECAPITALIZATION
                                ON MAY 3, 2002.

                                       4


<PAGE>
<TABLE>
                                    WHITEWING ENVIRONMENTAL CORP. AND SUBSIDIARIES

                                    CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                                     (UNAUDITED)

                                      FOR THE THREE MONTHS ENDED MARCH 31, 2003
<CAPTION>

                                               Common Stock              Additional                         Total
                                        ----------------------------      Paid-In       Accumulated      Stockholders'
                                           Shares          Amount         Capital         Deficit           Equity
                                        ------------    ------------    ------------    ------------     ------------
<S>                                      <C>            <C>             <C>             <C>              <C>
Balance, January 1, 2003                 34,211,443     $    34,211     $ 3,675,446     $(3,161,091)     $   548,566

Convertible notes payable "in the
   money" conversion feature                     --              --         754,497              --          320,503

Issuance of warrants to convertible
   notes payable holders                         --              --         320,503              --          754,497

Issuance of options for services                 --              --         122,570              --          122,570

Net loss                                         --              --              --      (1,011,925)      (1,011,925)
                                        ------------    ------------    ------------    ------------     ------------

Balance, March 31, 2003                  34,211,443     $    34,211     $ 4,873,016     $(4,173,016)     $   734,211
                                        ============    ============    ============    ============     ============

                      THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                                          5
</TABLE>


<PAGE>
<TABLE>
                        WHITEWING ENVIRONMENTAL CORP. AND SUBSIDIARIES

                             CONSOLIDATED STATEMENTS OF CASH FLOWS
                                          (UNAUDITED)
<CAPTION>

                                                                  For The Three Months Ended
                                                                           March 31,
                                                                 -----------------------------
                                                                     2002             2003
                                                                 ------------     ------------
<S>                                                              <C>              <C>
Cash flows from operating activities:
   Net loss                                                      $  (247,652)     $(1,011,925)
   Adjustments to reconcile net loss to net cash provided by
      (used in) operating activities:
          Depreciation and amortization                               52,236          104,993
          Bad debt expense                                            17,500           17,464
          Equity in loss of affiliate                                    535           47,853
          Noncash compensation                                         6,563          122,570
          Noncash interest expense                                        --          179,014
          Changes in assets and liabilities:
            (Increase) decrease in operating assets:
                Accounts receivable                                 (158,370)          95,682
                Inventory                                             12,177             (608)
                Prepaid expenses                                     (22,851)         (12,614)
                Other current assets                                 (14,833)              --
                Other assets                                          16,913          (49,901)
             Increase (decrease) in operating liabilities:
                Accounts payable and accrued expenses                387,278         (131,829)
                Deferred revenue                                       5,793              309
                Security deposit                                     (15,000)              --
                                                                 ------------     ------------
Net cash provided by (used in) operating activities                   40,289         (638,992)
                                                                 ------------     ------------

Cash flows from investing activities:
   Collections on note receivable                                         --           16,343
   Advances to affiliates                                            (34,486)        (327,230)
   Purchase of property and equipment                                (50,955)          (5,808)
                                                                 ------------     ------------
Net cash used in investing activities                                (85,441)        (316,695)
                                                                 ------------     ------------

Cash flows from financing activities:
   Decrease in cash overdraft                                             --         (114,668)
   Proceeds from line of credit                                      174,000          109,546
   Repayments of bank loan and mortgages                                  --           (9,295)
   Proceeds from convertible loans payable                                --        1,075,000
   Principal payments of obligations under capital leases            (34,237)         (40,556)
   Principal payments on loans payable                               (41,642)         (21,404)
   Principal payments on loans payable - related parties             (15,553)         (33,723)
   Proceeds from stockholders' loans                                  10,000               --
   Repayments of due to affiliate                                         --           (5,100)
                                                                 ------------     ------------
Net cash provided by financing activities                             92,568          959,800
                                                                 ------------     ------------

                                          (CONTINUED)

                                              6
</TABLE>


<PAGE>
<TABLE>
                           WHITEWING ENVIRONMENTAL CORP. AND SUBSIDIARIES

                               CONSOLIDATED STATEMENTS OF CASH FLOWS
                                            (UNAUDITED)
<CAPTION>

                                            (CONCLUDED)

                                                                         For The Three Months Ended
                                                                                  March 31,
                                                                         --------------------------
                                                                             2002           2003
                                                                         -----------    -----------
<S>                                                                      <C>            <C>
Net increase in cash and cash equivalents                                    47,416          4,113

Cash and cash equivalents - beginning of period                              12,657             --
                                                                         -----------    -----------

Cash and cash equivalents - end of period                                $   60,073     $    4,113
                                                                         ===========    ===========

Supplemental disclosure of cash flow information:
   Income taxes paid                                                     $    2,307     $      901
                                                                         ===========    ===========

   Interest paid                                                         $   23,963     $   35,834
                                                                         ===========    ===========

Supplemental schedule of noncash investing and financing activities:
   The Company leased various equipment under capital
     lease obligations                                                   $      476     $   31,000
                                                                         ===========    ===========

   The Company financed the purchase of certain intangible assets        $  144,504     $       --
                                                                         ===========    ===========

   The Company has provided a put option obligation resulting from
     a shareholder agreement of its affiliate                            $  100,674     $       --
                                                                         ===========    ===========

             THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                                 7
</TABLE>


<PAGE>

                 WHITEWING ENVIRONMENTAL CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.     BASIS OF PRESENTATION:

       Organization:

       Whitewing Environmental Corp. ("Whitewing") was incorporated in 1993
       under the laws of the state of Delaware. The consolidated entity,
       collectively referred to as the "Company", includes Whitewing and Total
       Recycling Services, Inc. ("TRS"). TRS includes four wholly-owned
       subsidiaries: EMP, Inc. ("EMP"), Total Recycling Services of Connecticut,
       Inc. d/b/a Total Recycling Services ("TRS of CT"), Etters Realty, Inc.
       and ARS Properties, Inc. All significant intercompany balances and
       transactions have been eliminated.

       On May 3, 2002, TRS executed a stock for stock exchange agreement with
       Whitewing which was accounted for as a recapitalization. The accompanying
       consolidated financial statements reflect the historical results of the
       predecessor entity, Total Recycling Services, Inc. and Subsidiaries, and
       the consolidated results of operations of the Company subsequent to the
       recapitalization date of May 3, 2002.

       The common stock and per share information in the consolidated financial
       statements and related notes have been retroactively adjusted to give
       effect to the recapitalization on May 3, 2002.

       The accompanying interim unaudited consolidated balance sheets,
       statements of operations, stockholders' equity and cash flows reflect all
       normal recurring adjustments that are, in the opinion of management,
       necessary for a fair presentation of the financial position of Whitewing
       Environmental Corp. and its Subsidiaries at March 31, 2003 and the
       results of their operations and their cash flows for the interim periods
       ended March 31, 2002 and 2003.

       The accompanying interim consolidated financial statements have been
       prepared by the Company without audit, in accordance with the
       instructions for Form 10-QSB pursuant to the rules and regulations of the
       Securities and Exchange Commission ("SEC") and, therefore, do not include
       all information and notes normally provided in annual financial
       statements and should be read in conjunction with the audited financial
       statements and the notes thereto of the Company for the year ended
       December 31, 2002 included in the Form 10-K of Whitewing Environmental
       Corp. as filed on April 15, 2003 with the SEC.

       The results of the operations for any interim period are not necessarily
       indicative of, nor are they comparable to, the results of operations for
       any other interim period or for the full fiscal year.

                                       8


<PAGE>

       Basis of Preparation:

       The accompanying consolidated financial statements have been prepared in
       conformity with accounting principles generally accepted in the United
       States of America, which contemplate continuation of the Company as a
       going concern. As shown in the consolidated financial statements, the
       Company has suffered recurring losses, negative cash flows from
       operations of approximately $639,000, negative working capital of
       approximately $1,535,000, and an accumulated deficit of approximately
       $4,173,000. These factors raise substantial doubt about the Company's
       ability to continue as a going concern.

       As of May 21, 2003, the Company had sold land and a building which were
       not used in operations for $550,000. Further, management intends to raise
       additional funds for acquisitions which are intended to generate
       additional revenue and working capital necessary to sustain the Company
       through the next twelve months. The accompanying consolidated financial
       statements do not include any adjustments that might be necessary should
       the Company be unable to continue as a going concern.

       Use of Estimates:

       The preparation of financial statements in conformity with generally
       accepted accounting principles requires management to make estimates and
       assumptions that affect the reported amounts of assets and liabilities
       and the disclosure of contingent assets and liabilities at the date of
       the financial statements and the reported amounts of revenue and expenses
       during the period. Actual results could differ from those estimates.

       Inventory:

       Inventory is comprised of finished goods and is recorded at cost
       determined by the first-in, first-out method.

       Cost of Goods and Services Sold:

       Cost of goods and services sold includes cost of expenses related to both
       service revenue and product sales. In addition to the cost of products
       sold that were purchased in the first quarter from external vendors,
       amounting to approximately $140,000 (2002) and $180,000 (2003), such
       costs include those relating to trucks, drivers and other associated
       costs. To the extent that such latter costs are generally expended
       simultaneously in the furtherance of revenues, the Company has not sought
       to segregate such amounts from those costs relating to the underlying
       sources of revenues.

                                       9


<PAGE>

       Recent Accounting Pronouncements:

       In January 2003, the FASB issued FASB Interpretation No. 46,
       "Consolidation of Variable Interest Entities" ("FIN No. 46"). FIN No. 46
       applies to variable interest entities created after January 31, 2003 and
       to variable interest entities in which an enterprise obtains an interest
       after that date. It applies in the first fiscal year or interim period
       beginning after June 15, 2003, to variable interest entities in which an
       enterprise holds an interest that it acquired before February 1, 2003.
       The Company does not expect adoption of FIN No. 46 to have an impact on
       its consolidated financial statements.

       In December 2002, the FASB issued SFAS No. 148, "Accounting for
       Stock-Based Compensation - Transition and Disclosure." This statement
       amends SFAS No. 123, "Accounting for Stock-Based Compensation," to
       provide alternative methods of transition for a voluntary change to the
       fair value based method of accounting for stock-based employee
       compensation. In addition, this statement 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. The Company has chosen to continue to account for
       stock-based compensation using the intrinsic value method prescribed in
       APB Opinion No. 25 and related interpretations. Accordingly, compensation
       expense for stock options is measured as the excess, if any, of the
       estimate of the market value of the Company's stock at the date of the
       grant over the amount an employee must pay to acquire the stock. The
       Company has adopted the disclosure provisions of SFAS No. 148.

       In April 2003, the FASB issued SFAS No. 149 "Amendment of Statement 133
       on Derivative Instruments and Hedging Activities." The SFAS No. 149
       amends and clarifies financial accounting and reporting for derivative
       instruments, including certain derivative instruments embedded in other
       contracts (collectively referred to as derivatives) and for hedging
       activities under SFAS No. 133, "Accounting for Derivative Instruments and
       Hedging Activities". Subject to certain exception, this statement is
       effective for contracts entered into or modified after June 30, 2003 and
       for hedging relationships designated after June 30, 2003 and all
       provisions of this Statement should be applied prospectively. The Company
       does not expect the adoption of SFAS No. 149 to have an impact on its
       consolidated financial statements.

                                       10


<PAGE>

       In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
       Financial Instruments with Characteristics of both Liabilities and
       Equity." The SFAS No. 150 improves the accounting for certain financial
       instruments that, under previous guidance, issuers could account for as
       equity and requires that those instruments be classified as liabilities
       in statements of financial position. In addition to its requirements for
       the classification and measurement of financial instruments in its scope,
       SFAS No. 150 also requires disclosures about alternative ways of settling
       the instruments and the capital structure of entities, all of whose
       shares are mandatorily redeemable. Most of the guidance in SFAS No. 150
       is effective for all financial instruments entered into or modified after
       May 31, 2003, and otherwise is effective at the beginning of the first
       interim period beginning after June 15, 2003. The Company does not expect
       the adoption of SFAS No. 150 to have an impact on its consolidated
       financial statement.

2.     BUSINESS ADVISORY AGREEMENT:

       On January 28, 2003, the Company entered into a twelve month Business
       Advisory Agreement (the "Agreement") for services in connection with
       raising funds for the Company. Furthermore, the Agreement provides for
       the issuance of a warrant to purchase shares with a market value of 10%
       of the aggregate gross consideration.

       The Agreement includes options to purchase 1,750,000 shares of the
       Company's common stock at $.001 as an inducement for entering into the
       Agreement. Under the Agreement, options to purchase 630,000 shares with a
       fair value of approximately $123,000 have been issued and expensed during
       the quarter ended March 31, 2003. Additional options for 140,000
       shares will be issued for each of the following eight months, April 2003
       through November 2003. Each option expires ninety days after issuance.
       The Agreement may be terminated by either party with thirty days' notice.

3.     CONVERTIBLE NOTES PAYABLE:

       In March 2003, the Company entered into several 8% convertible promissory
       notes ("the Notes") due February 28, 2004 for proceeds of $1,075,000. At
       the noteholders' option, subsequent to September 30, 2003, the principal
       and interest may be converted into the Company's common stock at $.15 per
       share. If the noteholders choose to convert the principal and interest
       into the Company's common stock, a maximum of 7,166,667 and 576,187
       common shares could be issued for principal and interest, respectively.
       In addition, for each dollar of the loan, the noteholders received a
       warrant to purchase two shares of the Company's common stock at $.15 per
       share. The warrants may be exercised between September 30, 2003 and
       September 30, 2006. The warrants had a fair value of $321,000 at date of
       issuance, which is being recognized as interest expense over the term of
       the Notes. The Notes include anti-dilution provisions and have
       registration rights which require the Company to file Form SB-2 with the
       Securities and Exchange Commission as soon as practicable. The Notes also
       have piggyback registration rights.

                                       11


<PAGE>

       The Notes include an "in the money" conversion feature which allows the
       holders to convert to common stock at $.15 per share of common stock. The
       value of the "in the money" conversion feature approximated $754,000 and
       is being recognized on a straight-line basis as interest expense until
       the Notes become convertible (September 30, 2003).

       For the quarter ended March 31, 2003, interest expense of approximately
       $51,000 and $128,000 has been recognized for the warrants and the "in the
       money" conversion feature, respectively.

4.     ACQUISITION OF ADVANCED RECOVERY SOLUTIONS, INC.:

       As of March 31, 2003, the Company had a 50% investment in Advanced
       Recovery Solutions, Inc. "(ARS"), which was accounted for under the
       equity method. ARS manufactures and distributes industrial absorbents.

       On February 26, 2003, the Company signed a Stock Purchase Agreement with
       the shareholders of ARS to purchase the remaining 50%, for 2,000,000
       shares of the Company's common stock and $250,000. The 2,000,000 shares
       of the Company's common stock will be valued at $260,000, based on a
       six-day average closing price of the Company's common stock on April 15,
       2003, the measurement date. The sellers' shares of ARS are in escrow and
       will be released to the Company as payments are made. The purchase price
       will be allocated to ARS's tangible and intangible assets based on their
       estimated fair values on the May 8, 2003, the closing date. The Company
       purchased the remaining 50% of ARS to expand its current production
       capabilities and aggressively develop product lines that it has
       researched and developed. The Company will include 100% of the results of
       operations of ARS in the consolidated financial statements from the
       closing date.

       The sellers have entered into employment agreements with the Company
       which includes performance bonuses. If the performance bonuses are met,
       the purchase price will increase at that time.

5.     RELATED PARTY TRANSACTIONS:

       During the three months ended March 31, 2002 and 2003, the Company
       purchased $13,865 and $9,912 of goods for resale from ARS and had
       accounts payable at March 31, 2002 and 2003 of $7,108 and $50,912,
       respectively.

       Included in due to affiliate at March 31, 2003 is $22,085 due to TRS
       Stock Acquisition Ltd., a company owned by certain stockholders. As of
       March 31, 2003, the Company has guaranteed $25,067 of liabilities due
       from TRS Stock Acquisition Ltd. to certain parties.

                                       12


<PAGE>

       On January 24, 2003, the Loan and Security Agreement was amended to
       include an overadvance facility of $200,000. The amendment includes a
       $200,000 guarantee from two directors for the term of the Loan and
       Security Agreement.

6.     NET LOSS PER SHARE:

       Basic loss per share amounts are computed by dividing the net loss
       available to common stockholders by the weighted average number of common
       shares outstanding during the year. Diluted loss per share amounts
       incorporate the incremental shares issuable upon the assumed exercise of
       the Company's stock options and convertible securities. During the three
       months ended March 31, 2002 and 2003, such incremental amounts were
       excluded from the calculation since their effect would be anti-dilutive
       (see below). Basic and diluted loss per share has been restated for
       periods prior to the recapitalization to include the number of equivalent
       shares received by TRS.

       As of March 31, 2003, there were 630,000 outstanding options, 2,150,000
       outstanding warrants and 7,166,667 potential common shares from
       convertible notes payable that could potentially dilute future earnings
       per share and that were not included in the computations of diluted
       earnings per share for the three months ended March 31, 2002 and 2003
       because to do so would be anti-dilutive.

7.     INCOME TAXES:

       The temporary differences that give rise to deferred tax assets are the
       direct write-off method for receivables, using accelerated methods of
       amortization and depreciation for property and equipment for tax
       purposes, and using statutory lives for intangibles for tax purposes. At
       March 31, 2003, the Company has computed a deferred tax asset in the
       amount of approximately $1,004,000, and has provided a 100% valuation
       allowance on the deferred tax asset due to the uncertainty regarding the
       realization of the future tax benefits.

       The Company has not completed income tax filings for the year ended
       December 31, 2001 and intends to take the steps required to complete the
       tax filings as soon as practicable.

       The valuation allowance increased during the three months ended March 31,
       2002 and 2003 by $93,000 and $366,000, respectively.

                                       13


<PAGE>

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

         This Report on Form 10-QSB contains forward-looking statements by
Whitewing Environmental Corp. ("Whitewing") or ("The Company") concerning its
expectations about its financial results and other aspects of its business that
involve risks and uncertainties and may constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
Words such as may, should, anticipate, believe, plan, estimate, expect and
intend, and other similar expressions identify forward-looking statements. These
forward-looking statements may include statements about, for example, the
issuance of shares, the continued growth and success of the business, and the
ability to further develop and achieve commercial success for Whitewing's
business strategy. These statements are based on managements' current
expectations and are subject to a number of uncertainties and risks that could
cause actual results to differ materially from those described in the
forward-looking statements. Factors that may cause such a difference include the
risks described under "Risk Factors" below and in Whitewing's other filings with
the Securities and Exchange Commission. All forward-looking statements included
in this document are based on information available to Whitewing as of the date
of this document, and Whitewing assumes no obligation to update these cautionary
statements or any other forward-looking statements.

                                       14


<PAGE>

OVERVIEW

         On May 3, 2002 Total Recycling Services, Inc. ("TRS") completed a
private placement through which it raised net proceeds of $722,067 in equity and
as a result of the private placement, $425,000 of loans payable were converted
into equity. Also, on May 3, 2002, TRS signed and executed a stock for stock
exchange agreement (the "Agreement") with Whitewing Environmental Corp. In
connection with the Agreement, Whitewing issued 28 million shares to the TRS
stockholders in exchange for all of the outstanding shares of TRS, totaling 1.4
million shares. On October 1, 2001 TRS granted an option to purchase 4,500,000
shares of common stock at an exercise price of $.0005 in consideration for
investment services and strategic business planning. In conjunction with the
closings of the private placement and Whitewing, the option was earned and
exercised. Because the former TRS stockholders own approximately 80% of the
merged company after the completion of the merger, TRS is considered to be the
accounting acquirer in the transaction. The transaction was accounted for as a
recapitalization of TRS because Whitewing, the Registrant, had no ongoing
business and, as a result, the Registrant's business is now one that services
and sells products to the motor vehicle repair industry. Services include the
collection of recyclable materials and products include antifreeze, waste oil
and industrial absorbents.

         The consolidated financial statement information that accompanies this
report reflects the historical financial information of the predecessor entity,
prior to May 3, 2002, Total Recycling Services, Inc. and its Subsidiaries and
the consolidated results of operations of the Company subsequent to the
recapitalization.

         Whitewing began operations in 1992, in the business of collecting and
recycling used automotive oil filters. After establishing a foothold in the
industry, Whitewing began to acquire small, strategically located businesses and
developed technologies to expand the services offered to its customers. Today,
Whitewing is a leader in the recovery and recycling of used oil filters, used
antifreeze and it provides related services; principally parts washer and brake
washer sink rentals as well as providing absorbent supplies to the retail and
fleet automotive service and repair industry. Currently Whitewing has a presence
in a sixteen state area, with an active customer base of approximately 6,800.
Beginning in January 2002, Whitewing began collecting and selling used oil.

         Whitewing had negotiated to purchase some of the assets of Connecticut
Waste Oil, Inc. ("CWO") in two parts. Effective January 1, 2002, Whitewing
entered into an Equipment Lease and Operating Agreement with CWO in order to
assume business operations before the closing of the asset purchase agreement.
Under the agreement, the revenue from servicing CWO's customers was retained by
Whitewing, and Whitewing was obligated to pay related operating expenses. On
September 17, 2002 Whitewing completed part one of the purchase agreement which
entailed the purchase of assets related to Connecticut Waste Oil's oil
collection services, including vehicles, inventory, and customer lists. The
purchase price for part one was approximately $540,000. Whitewing paid CWO

                                       15


<PAGE>

$50,000 at closing and signed a $94,563 note payable, due in two installments of
$50,000 plus interest imputed at 7.5%. The payments are due within twelve months
of the closing date. Whitewing was due a net amount from CWO totaling
approximately $91,000 and assumed approximately $144,000 of loans and capital
leases. In addition, Whitewing and the former owners of CWO entered into
consulting agreements which, in accordance with FASB No. 141, were recorded as
part of the purchase price. The fair value of the obligation under the
consulting agreements is approximately $291,000, plus interest, imputed at 7.5%.
The agreements are payable in sixty monthly installments, commencing August 1,
2004. Part two is the purchase of the tank farm. Whitewing has negotiated to
complete this phase once Whitewing receives certain permits from the Connecticut
Department of Environmental Protection. The cost of the tank farm is $200,000
and will be financed by the seller, Connecticut Waste Oil.

REVENUES:

WHITEWING EARNS REVENUES FROM:

         OIL FILTER PROCESSING - Whitewing collects used oil filters from its
customers in company-owned 55-gallon steel drums. At Whitewing's processing
facilities, the filters are put through a process that removes the oil from the
filters. In the process, Whitewing recovers used oil and filter material (steel
and filter elements). The oil is added to Whitewing's used oil stream to be sent
to used oil customers. The recovered steel and filter elements are sold to mills
for recycling into new steel.

         USED ANTIFREEZE RECYCLING - Whitewing collects used automotive
antifreeze from its customers and uses a proprietary reverse osmosis system that
cleans the used material to a level of purity that allows it to be sold as fresh
antifreeze, but at a cost savings. As most motor vehicle repair facilities
dispose of used antifreeze as a waste, Whitewing believes the market potential
for cleaning and reprocessing used antifreeze is substantial and that it has
significant growth and profit potential. Whitewing sells its recycled antifreeze
under the brand names of "Total Cool", "T-Dex" and "Toycool", the latter two
being a long-life antifreeze.

         PARTS WASHER SINKS AND SERVICE - Parts washer sinks are square steel
sinks that sit atop a steel drum containing parts washer solvent (high flash
mineral spirits). The sink contains a pump that sends the solvent through a hose
with a nozzle or brush attachment allowing the technician to clean parts in the
sink. The spent solvent is drained into the drum and is re-circulated. Whitewing
leases parts washer sinks to motor vehicle repair facilities and contracts to
service both its leased sinks and customer owned sinks. Servicing is performed
at predetermined intervals ranging from 4 to 12 weeks (depending on use),
although some customer owned sinks are serviced on a "call for service" basis.
During the servicing process, Whitewing exchanges used solvent for clean solvent
by removing the sink and exchanging the drum of solvent. Whitewing then cleans
the sink, and with respect to leased sinks, performs any necessary maintenance
such as changing hoses, light bulbs, or pumps. Whitewing recycles the used
solvent.

         BRAKE WASHER SINKS AND SERVICE - Brake washer sinks are mobile, square
sinks that sit atop a steel drum containing an aqueous cleaning solution -
essentially soapy water. The drum sits on a caster assembly allowing the
technician to move the sink around the shop. The sink contains a pump that sends
the solution through a hose with a brush attachment. The technician rolls the
sink under the wheel of the vehicle he/she is servicing and uses the brush to
clean the brake parts. Whitewing leases brake washer sinks to motor vehicle
repair facilities and contracts to service them at predetermined intervals
ranging from 4 to 12 weeks, depending on use. During the servicing process,
Whitewing exchanges used aqueous cleaner for new cleaner by removing the sink
and exchanging the drum of cleaner. Whitewing then cleans the sink and performs
any necessary maintenance such as changing hoses or pumps. Whitewing disposes of
the used aqueous cleaner though a licensed wastewater treatment facility.

                                       16


<PAGE>

         WASTE OIL SERVICE - Whitewing collects waste oil and transports it to a
tank farm operated by a third party. The oil is tested to determine and identify
hazardous constituents. If the oil meets certain specifications (which are
described in the used oil regulations - 40 CFR ss. 279), it is considered
"on-spec used oil." It is then partially cleaned through heating and filtration
and is sold as fuel for industrial burners. If the oil does not meet those
specifications, it is sold to facilities that are licensed to burn oil with
those hazardous constituents. After a certain point of contamination, Whitewing
will have to pay to have the oil burned. On management's information and belief,
the oil collected is almost exclusively crankcase oil and, as such, the
instances of severely contaminated oil are rare. The market for this grade of
fuel is seasonal and therefore Whitewing collects and stores oil until it is
needed.

         LABORATORY SERVICE - Whitewing operates an analytical laboratory under
the name Connecticut Environmental Laboratory or CEL. The lab is used primarily
for analysis of used oils, wastewater, and other oil-contaminated wastes. The
lab is certified by the State of Connecticut Department of Public Health.

         OIL-WATER SEPARATOR SERVICE - Whitewing services in-ground settling
tanks that vehicle repair facilities often use to collect and separate oil and
sludge from floor drain water prior to releasing water to the sewer line.
Periodically these units need to be serviced by a vacuum truck to empty them of
oil and sludge. Depending on the location of the site, Whitewing either uses its
own equipment to perform the service or subcontracts this service through
properly licensed subcontractors.

         ENVIRONMENTAL PRODUCTS - Whitewing markets several products, including
its patented "Drain Mate" super funnel and its "Extractor Pro" liquid
extractors. These products are used by the waste recycling industry to collect
liquids for recycling or proper disposal. Currently, Whitewing assembles these
products at its New Jersey facility from subcontractor-manufactured components.

         ABSORBENT SUPPLY AND RECYCLING - Whitewing distributes a full line of
absorbents, including absorbent pads, loose material (including a private
labeled absorbent product called "TotalSorb"), and booms and pillows that are
used for emergency spill response, as well as for regular maintenance cleaning.
Advanced Recovery Solutions, Inc. (ARS), a company owned 50% by Whitewing, also
produces many of these products. (On February 26, 2003, the Company signed a
Stock Purchase Agreement with the shareholders of ARS to purchase the remaining
50%, for 2,000,000 shares of the Company's common stock and $250,000. In May,
Whitewing acquired the remaining 50% of the shares and now own 100% of ARS).
Whitewing charges customers a fee to collect and dispose of the used absorbents,
which are burned as fuel at a waste to energy co-generation facility either
directly or after first being used to solidify sludge.

                                       17


<PAGE>

THE FOLLOWING IS THE RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31,
2003 AS COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2002.

REVENUES:

         A comparison of revenues for the three months ended March 31, 2002 and
2003 is presented below.

                                   2002             2003           Change
                                 --------         --------         ------
Three-months ended:
         Net revenues             1,245,788         1,073,016       (14%)

         The decrease in revenue for the three months ended March 31, 2003 was
primarily a result of the harsh winter conditions which prevented drivers from
getting out to service customers coupled with lower volumes generated by
Whitewing's customers from their customers. The following reflects the major
revenue line items approximate net increases/(decreases) for the three months
ended March 31, 2003 as compared to March 31, 2002.

                                   Three Months Ended
                                     March 31, 2003
                                    -----------------
Waste Oil Products and
Related Services                         (121,000)
Oil Filter Service                        (56,000)
Antifreeze Products                        25,000
Parts Washer Service                        6,000
Absorbent Sales                            (9,000)
Rental Income                             (28,000)
Other Products and Services                10,000

                                       18


<PAGE>

COST OF GOODS AND SERVICES SOLD:

         Cost of goods and services sold consist primarily of purchases and
materials, items for resale, and direct labor and related costs and
transportation costs associated with both of goods and services sold.

         A comparison of cost of goods and services sold for the three months
ended March 31, 2002 and 2003 is presented below.

                                           2002             2003       Change
                                         --------         --------     ------
Three-months ended:
 Cost of goods and
services sold                             792,901         850,190        7%
 Percentage of revenues                       64%              79%

         For the three months ended March 31, 2003 cost of goods and services
sold increased as a percentage of sales. This is primarily the result of
increases in labor and related costs, fuel costs and costs of materials and
products for resale and the decrease in sales volume. As costs have increased,
Whitewing has not increased its selling price in an effort to remain competitive
within the industry. During the fourth quarter of 2002, Whitewing instituted
price increases to selective customers and services in an effort to increase
margins. Management has also increased its efforts to analyze route efficiency,
which in turn will reduce labor, fuel and other trucking related costs. In
addition, management has continued its efforts in directing its sales force to
focus on cross-selling additional products and services to existing customers
and adding new customers within the current truck routes. In an effort to assist
the sales force in its crossing selling efforts, Whitewing has instituted a
telemarketing program to existing customers while also focusing on areas where
routing is inefficient.

         Management is continuing its efforts towards developing dispatching
software, which includes GPS tracking systems installed on all delivery
vehicles. This software will increase dispatching efficiency and provide an
additional management tool for more precise forecasting and direction for
telemarketing and the outside sales force. Management believes that the
aforementioned will reduce cost of goods and services sold as a percentage of
revenues. Management estimates this software will be fully operational by the
third quarter of 2003.

                                       19


<PAGE>

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:

         Selling, general and administrative expenses consist primarily of
compensation and related costs for managerial, selling and administrative
personnel, fees for professional services, rent, insurance and other general
corporate expenses.

         A comparison of selling, general and administrative expenses for the
three months ended March 31, 2002 and 2003 is presented below.

                                      2002                2003         Change
                                    --------            --------       ------
Three-months ended:
       Selling, general and
         administrative expenses       600,480          828,172         38%
       Percentage of revenues               48%              77%

         For the three months ended March 31, 2003, selling, and general and
administrative expenses increased significantly. For the three months ended
March 31, 2003 insurance expense, professional fees and rents increased over
March 31,2002 approximately $46,000, $37,000 and $27,000, respectively. The
increase in insurance costs is a result of the insurance industry's rate
increases that affected most corporate renewals, Whitewing's increase in staff,
assets and revenues and the addition of Directors and Officers Insurance. The
entire insurance portfolio was renewed during the fourth quarter of 2002. The
increase in professional fees is a result of operating in the public environment
and rents increased primarily as a result of the operation agreements with CWO
and the new administrative offices. Lastly, selling, and general and
administrative expenses include the non-cash compensation related to the options
from the Business Advisory Agreement.

         In September of 2002, Whitewing relocated its administrative offices.
In conjunction with the move, Whitewing modernized and increased the capacity of
its computer network and telephone system. Whitewing has incurred interest and
depreciation expense as a result of this modernization. In the long term,
management believes that the relocation of the offices and the upgrade in its
computer system will increase efficiency and reduce general and administrative
costs. In addition, it frees up space for expansion in manufacturing.

                                       20


<PAGE>

DEPRECIATION AND AMORTIZATION INCLUDING GOODWILL IMPAIRMENT:

         Depreciation consists of amounts relating to property and equipment
while amortization consists of amounts relating to intangible assets. Intangible
assets consist of intellectual property, non-competition and other agreements
and customer lists.

         A comparison of depreciation and amortization expense for the three
months ended March 31, 2002 and 2003 is presented below.

                                            2002             2003       Change
                                          --------         --------     ------
Three-months ended:
         Depreciation and amortization     52,236           104,993        101%
         Percentage of revenues                4%               10%

         While conducting business under the CWO operating agreement the assets
of CWO were only operated and maintained by Whitewing, and therefore Whitewing
did not incur depreciation nor amortization expense on the CWO property and
equipment. Beginning on September 17, 2002, the closing date with CWO, Whitewing
began to incur depreciation and amortization expense which amounts to about
$30,000 for each quarter. In September of 2002, Whitewing relocated its
administrative offices and purchased property and equipment in conjunction with
this relocation i.e. leasehold improvement, computers and office furniture and
equipment. The annual depreciation and amortization expenses from these
purchases is approximately $33,000.

                                       21


<PAGE>

INTEREST:

         A comparison of interest expense for the three months ended March 31,
2002 and 2003 is presented below.

                                       2002          2003     Change
                                     --------      --------   ------
Three-months ended:
       Interest                       29,788       236,269     693%
       Percentage of revenues              2%           22%

         Interest expense has increased both as a percentage of revenues and
from quarter to quarter. The increases can be attributed to three major
activities. Firstly, during the first quarter of 2002, Whitewing generated
revenue as a result of the CWO operating agreement. Under this agreement,
Whitewing did not incur interest expense on the assets used to generate the
related revenue until September 2002 when the asset purchase was completed.
Secondly, increases in capital leases, bank debt, and stockholder loans,
primarily in the second half of 2002, resulted in higher interest expense.
Lastly, interest expense has been recognized related to the convertible
promissory notes issued in March 2003, which is comprised of approximately
$51,000 and $128,000 related to the fair value of the warrants and the
"in the money" conversion feature, respectively.

INCOME TAXES:

         Whitewing has not completed income tax filings for the year ended
December 31, 2001 and intends to take the steps required to complete the tax
filings as soon as practicable.

LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL CONDITION:

CASH AND CASH EQUIVALENTS:

         Cash and cash equivalents at March 31, 2003 was $4,113 which is an
increase of $4,113 from the cash and cash equivalent balance at December 31,
2002.

         Net cash used in operating activities for the three months ended March
31, 2003 was $638,992. This was primarily a result of Whitewing's net loss for
the period, offset by a reduction in accounts payables and accrued expenses.

         Net cash used in investing activities for the three months ended March
31, 2003 was $316,695. The net cash used was a culmination of various items, a
description of which follows. Collections on the note receivable amounted to
$16,343. Cash used in investing activities consisted of net loans to affiliates
of $327,230, which was advanced to Advanced Recovery Solutions, Inc. ("ARS").
ARS used these advances primarily for the purchase of machinery and equipment
for its factory, located in Watertown, NY. The balance of cash used in investing
activities was for the purchases of property and equipment, $5,808.

         Net cash provided by financing activities for the three months ended
March 31, 2003 was $959,800. The cash provided was primarily from the cash
received, $1,075,000, as a result of the issuance of promissory notes. The
balance of $(115,200) was from the net activity of the proceeds from loans and
repayments of loans and obligations under capital leases and due to affiliates.

                                       22


<PAGE>

LIQUIDITY AND CAPITAL RESOURCES:

         Certain conditions indicate Whitewing may be unable to continue as a
going concern. At March 31, 2003 Whitewing had negative working capital of
approximately $1,535,000, negative cash flows from operations of approximately
$639,000. The accompanying financial statements do not include any adjustments
that might be necessary should Whitewing be unable to continue as a going
concern.

         Certain stockholders, who are board members, personally borrowed
$500,000 from the bank in 2002 (bearing an interest rate of the bank's prime
rate plus 1.5%, but not less than 6.25%) which was provided to Whitewing on an
as needed basis. The balance on March 31, 2003 was approximately $478,000. The
loan from the bank will be due and payable on September 30, 2003.

         During the first quarter of 2003, Whitewing issued promissory notes in
the amount of $1,075,000. At the noteholders option, the principal and interest
may be converted into the Company's common stock at $.15 per share. Interest may
be paid in the form of the Company's common stock using a conversion rate of
$.15 per share. In addition, for each dollar of the loan, the noteholders
received a warrant to purchase two shares of the Company's common stock at $.15
per share. The warrants may be exercised between September 30, 2003 and
September 30, 2006. The notes include anti-dilution provisions and have
registration rights which require the Company to file Form SB-2 with the
Securities and Exchange Commission as soon as practicable. The notes also have
piggy back registration rights. The convertible notes and the warrants contain a
beneficial conversion feature due to the per share conversion price of the notes
and the exercise price of the warrants being below market on the date of
issuance. The proceeds were used to complete the acquisition of ARS and to
reduce outstanding accounts payables and liabilities.

         In May, 2003 Management sold the land and building which is not used in
operations to raise funds. The Company has renegotiated debt with its lending
institution. Further, management intends to raise funds for acquisitions and
working capital needs necessary to sustain the Company through the next twelve
months. The accompanying financial statements do not include any adjustments
that might be necessary should the Company be unable to continue as a going
concern.

WHITEWING HAS INCURRED LOSSES AND LOSSES MAY CONTINUE.

         Whitewing incurred net losses of approximately $248,000 for the quarter
ended March 31, 2002 and approximately $1,012,000 for the quarter ended March
31, 2003. Whitewing is likely to incur additional losses.

                                       23


<PAGE>


ITEM 3.  CONTROLS AND PROCEDURES

         Within the 90 days prior to the date of this report, Whitewing carried
out an evaluation, under the supervision and with the participation of
Whitewing's management, including Whitewing's Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of
Whitewing's disclosure controls and procedures, as defined in Exchange Act Rules
13a-14(c) and 15d-14(c). Based upon that evaluation, Whitewing's Chief Executive
Officer and Chief Financial Officer concluded that Whitewing's disclosure
controls and procedures are effective in enabling Whitewing to record, process,
summarize and report information required to be included in Whitewing's periodic
SEC filings within the required time period.

         There have been no significant changes in Whitewing's internal controls
or in other factors that could significantly affect internal controls subsequent
to the date Whitewing carried out its evaluation.

                                       24


<PAGE>
                          PART II -- OTHER INFORMATION


ITEM 2. CHANGES IN SECURITIES.

       In March 2003, the Company entered into several 8% convertible promissory
       notes ("the Notes") due February 28, 2004 for proceeds of $1,075,000. At
       the noteholders' option, subsequent to September 30, 2003, the principal
       and interest may be converted into the Company's common stock at $.15 per
       share. If the noteholders choose to convert the principal and interest
       into the Company's common stock, a maximum of 7,166,667 and 576,187
       common shares could be issued for principal and interest, respectively.
       In addition, for each dollar of the loan, the noteholders received a
       warrant to purchase two shares of the Company's common stock at $.15 per
       share. The warrants may be exercised between September 30, 2003 and
       September 30, 2006. The warrants had a fair value of $321,000 at date of
       issuance, which is being recognized as interest expense over the term of
       the Notes. The Notes include anti-dilution provisions and have
       registration rights which require the Company to file Form SB-2 with the
       Securities and Exchange Commission as soon as practicable. The Notes also
       have piggyback registration rights.

                                       25


<PAGE>

                                   SIGNATURES

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

WHITEWING ENVIRONMENTAL CORP.

By: /s/ Andrew V. Latham, Jr.
    -----------------------------------------
    Andrew V. Latham, Jr.
    President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

Signature                    Capacity in which signed:           Date signed:
---------                    -------------------------           ------------

/s/ Joseph Bianco            Director                            May 27, 2003
Joseph Bianco

/s/ Andrew V. Latham, Jr.    Director, President                 May 27, 2003
Andrew V. Latham, Jr.        and Chief Executive Officer

/s/ Bruce Raben              Director                            May 27, 2003
Bruce Raben

/s/ Norman Raben             Director                            May 27, 2003
Norman Raben

/s/ Barbara Kane-Burke       Principal Accounting and            May 27, 2003
Barbara Kane-Burke           Financial Officer


<PAGE>

                                  CERTIFICATION

            Pursuant to Section 302 of the Sarbanes Oxley Act of 2002

I, Andrew V. Latham, Jr., certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Whitewing
Environmental Corp.;

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

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

4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and I have:

         a) designed such internal controls to ensure that material information
relating to the registrant and its subsidiaries (collectively, the "Company") is
made known to me by others within the Company, particularly during the period in
which this quarterly report is being prepared;

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

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

5. I have disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of the registrant's board of directors:

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

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

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

Date:  May 27, 2003                        /s/ Andrew V. Latham, Jr.
                                           -------------------------------------
                                           Andrew V. Latham, Jr.
                                           President and Chief Executive Officer


<PAGE>

                                  CERTIFICATION

            Pursuant to Section 302 of the Sarbanes Oxley Act of 2002

I, Barbara Kane-Burke, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Whitewing
Environmental Corp..;

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

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

4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and I have:

         a) designed such internal controls to ensure that material information
relating to the registrant and its subsidiaries (collectively, the "Company") is
made known to me by others within the Company, particularly during the period in
which this quarterly report is being prepared;

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

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

5. I have disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of the registrant's board of directors:

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

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

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

Date:  May 27, 2003                                  /s/ Barbara Kane-Burke
                                                     ---------------------------
                                                     Barbara Kane-Burke
                                                     Chief Financial Officer