<TABLE>
<CAPTION>
<S> <C>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number: 0-17072
CUSIP Number: 973812 10 0
|X| Form 10-K and Form 10-KSB |_| Form 20-F |_| Form 10-Q and Form 10-QSB |_| Form N-SAR
For Period Ended: April 30, 1998
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
____________________________________________________________________________________________________________________________________
Nothing in this form shall be construed to imply that the Commission has verified any any information contained herein.
____________________________________________________________________________________________________________________________________
If the nofification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
Not applicable
____________________________________________________________________________________________________________________________________
PART I -- Registrant Information
____________________________________________________________________________________________________________________________________
Full Name of Registrant: Windswept Environmental Group, Inc.
Former Name if Applicable: Not Applicable
Address of Principal Executive Office: 100 Sweeneydale Avenue, Bay Shore, New York 11706
____________________________________________________________________________________________________________________________________
Part II -- Rule 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed |X|
(a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable
effort or expense;
(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, or Form N-SAR,
or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
____________________________________________________________________________________________________________________________________
Part III -- Narrative
____________________________________________________________________________________________________________________________________
State below in reasonable detail why the Form 10-K and Form 10-KSB, 20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition
report or portion thereof, could not be filed within the prescribed time period.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
The Registrant has been in the process of expanding the scope of its operations and integrating a new computer system. Such
efforts required the Registrant to devote substantial effort and expense which otherwise would have been devoted to the preparation
and filing of the Registrant's Annual Report on Form 10-KSB for the fiscal year ended April 30, 1998. The Registrant also recently
replaced its independent auditing firm. For such reasons, the subject From 10-KSB could no to filed within the prescribed period.
____________________________________________________________________________________________________________________________________
Part IV--Other Information
____________________________________________________________________________________________________________________________________
<C> <S>
(1) Name and telephone number of person to contact in regard to this notification:
Alan Schoenbart - (516) 694-7060
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to
file such report(s) been filed? If the answer is no, identify report(s).
|X| Yes |_| No
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in the subject report or portion thereof?
|X| Yes |_| No
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.
The Registrant anticipates reporting net revenues of approximately $11,900,000 for the fiscal year ended April 30, 1998,
compared to net revenues of $15,275,209 for the fiscal year ended April 30, 1997, and a net loss of approximately $4,300,000 for the
fiscal year ended April 30, 1998, compared to a net loss of $4,613,750 for the fiscal year ended April 30, 1997.
____________________________________________________________________________________________________________________________________
Windswept Environmental Group, Inc. has caused this notification to be signed on its behalf by the undersigned thereunto duly
authorized.
WINDSWEPT ENVIRONMENTAL GROUP, INC.
Date: July 28, 1998 By: /s/ Alan Schoenbart
--------------------------------------------
Alan Schoenbart, Chief Financial Officer
</TABLE>
-2-
