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

                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

         Date of Report (Date of Earliest Event Reported): May 11, 2006

                       WINDSWEPT ENVIRONMENTAL GROUP, INC.
               (Exact Name of Registrant as Specified in Charter)

        Delaware                      0-17072                  11-2844247
(State or Other Jurisdiction        (Commission             (I.R.S. Employer
    of Incorporation)               File Number)          Identification Number)

      100 Sweeneydale Avenue, Bayshore, New York                  11706
        (Address of Principal Executive Offices)                (Zip Code)

                                 (516) 434-1300
              (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

Item 1.01. Entry into a Material Definitive Agreement.

      On May 11, 2006, Windswept Environmental Group, Inc. ("Windswept") entered
into an  Amendment  and Fee  Waiver  Agreement  (the  "Amendment  and Fee Waiver
Agreement"),  effective  as of May 10,  2006,  with  Laurus  Master  Fund,  Ltd.
("Laurus"),  pursuant to which Laurus  agreed to further  amend the terms of the
registration  rights agreement between Windswept and Laurus dated as of June 30,
2005 (the  "Registration  Rights  Agreement").  A copy of the  Amendment and Fee
Waiver  Agreement is attached as Exhibit 10.1 and is  incorporated  by reference
herein.

      The terms of the Registration Rights Agreement,  as amended pursuant to an
amendment and fee waiver agreement dated March 20, 2006 (the "March Amendment"),
require  Windswept to file a registration  statement (the "Initial  Registration
Statement")  and have it  declared  effective  by the  Securities  and  Exchange
Commission  (the  "SEC") by May 10,  2006  covering  a portion  of the shares of
common stock underlying each of the following:

      o     The  amended  and  restated  secured  convertible  term note,  dated
            October  6, 2005,  issued by  Windswept  to Laurus in the  aggregate
            principal  amount  of  $7,350,000,  maturing  on June 30,  2008 (the
            "Note");
      o     The option issued by Windswept to Laurus on June 30, 2005 originally
            to  purchase  30,395,179  shares of  Windswept's  common  stock (the
            "Option"); and
      o     The  warrant  issued by  Windswept  to  Laurus  on June 30,  2005 to
            purchase   13,750,000  shares  of  Windswept's   common  stock  (the
            "Warrant");

      Pursuant to the Amendment and Fee Waiver  Agreement,  Windswept and Laurus
agreed to extend the deadline by which the Initial  Registration  Statement must
be declared effective by the SEC from May 10, 2006 to June 15, 2006.

      The Registration  Rights  Agreement and the March Amendment  provided that
beginning  May 11,  2006,  Windswept  would be  required  to pay to  Laurus  the
following fees (the "Fees") in the event that the registration  statement is not
effective by May 11, 2006:

      o     1.5% of the principal  outstanding on the Note, for the first thirty
            days,  prorated for partial  periods; and
      o     2.0% of the principal  outstanding on the Note, for each  subsequent
            thirty day period.
As of May 1, 2006, the Company is current in its payment obligations to Laurus.

      Pursuant to the Amendment and Fee Waiver Agreement,  the date by which any
Fees may accrue and become payable has been  postponed  until June 16, 2006 with
respect to the Initial Registration Statement.

Item 9.01. Exhibits.

(d) Exhibits.

10.1. Amendment and Fee Waiver Agreement, dated May 11, 2006 and effective as of
      May 10, 2006.


                                       2
<PAGE>

                                   SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                WINDSWEPT ENVIRONMENTAL GROUP, INC.


                                By: /s/ Michael O'Reilly
                                    --------------------------------------------
                                    Name: Michael O'Reilly
                                    Title: President and Chief Executive Officer

Date: May 17, 2006


                                       3
<PAGE>

                                  Exhibit Index

10.1. Amendment and Fee Waiver Agreement, dated May 11, 2006 and effective as of
      May 10, 2006.


                                       4
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

         Date of Report (Date of Earliest Event Reported): May 11, 2006

                       WINDSWEPT ENVIRONMENTAL GROUP, INC.
               (Exact Name of Registrant as Specified in Charter)

        Delaware                      0-17072                  11-2844247
(State or Other Jurisdiction        (Commission             (I.R.S. Employer
    of Incorporation)               File Number)          Identification Number)

      100 Sweeneydale Avenue, Bayshore, New York                  11706
        (Address of Principal Executive Offices)                (Zip Code)

                                 (516) 434-1300
              (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.

      On May 11, 2006, Windswept Environmental Group, Inc. ("Windswept") entered
into an  Amendment  and Fee  Waiver  Agreement  (the  "Amendment  and Fee Waiver
Agreement"),  effective  as of May 10,  2006,  with  Laurus  Master  Fund,  Ltd.
("Laurus"),  pursuant to which Laurus  agreed to further  amend the terms of the
registration  rights agreement between Windswept and Laurus dated as of June 30,
2005 (the  "Registration  Rights  Agreement").  A copy of the  Amendment and Fee
Waiver  Agreement is attached as Exhibit 10.1 and is  incorporated  by reference
herein.

      The terms of the Registration Rights Agreement,  as amended pursuant to an
amendment and fee waiver agreement dated March 20, 2006 (the "March Amendment"),
require  Windswept to file a registration  statement (the "Initial  Registration
Statement")  and have it  declared  effective  by the  Securities  and  Exchange
Commission  (the  "SEC") by May 10,  2006  covering  a portion  of the shares of
common stock underlying each of the following:

      o     The  amended  and  restated  secured  convertible  term note,  dated
            October  6, 2005,  issued by  Windswept  to Laurus in the  aggregate
            principal  amount  of  $7,350,000,  maturing  on June 30,  2008 (the
            "Note");
      o     The option issued by Windswept to Laurus on June 30, 2005 originally
            to  purchase  30,395,179  shares of  Windswept's  common  stock (the
            "Option"); and
      o     The  warrant  issued by  Windswept  to  Laurus  on June 30,  2005 to
            purchase   13,750,000  shares  of  Windswept's   common  stock  (the
            "Warrant");

      Pursuant to the Amendment and Fee Waiver  Agreement,  Windswept and Laurus
agreed to extend the deadline by which the Initial  Registration  Statement must
be declared effective by the SEC from May 10, 2006 to June 15, 2006.

      The Registration  Rights  Agreement and the March Amendment  provided that
beginning  May 11,  2006,  Windswept  would be  required  to pay to  Laurus  the
following fees (the "Fees") in the event that the registration  statement is not
effective by May 11, 2006:

      o     1.5% of the principal  outstanding on the Note, for the first thirty
            days,  prorated for partial  periods; and
      o     2.0% of the principal  outstanding on the Note, for each  subsequent
            thirty day period.
As of May 1, 2006, the Company is current in its payment obligations to Laurus.

      Pursuant to the Amendment and Fee Waiver Agreement,  the date by which any
Fees may accrue and become payable has been  postponed  until June 16, 2006 with
respect to the Initial Registration Statement.

Item 9.01. Exhibits.

(d) Exhibits.

10.1. Amendment and Fee Waiver Agreement, dated May 11, 2006 and effective as of
      May 10, 2006.

                                       2
SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                WINDSWEPT ENVIRONMENTAL GROUP, INC.

                                By: /s/ Michael O'Reilly
                                    --------------------------------------------
                                    Name: Michael O'Reilly
                                    Title: President and Chief Executive Officer

Date: May 17, 2006

                                       3
Exhibit Index

10.1. Amendment and Fee Waiver Agreement, dated May 11, 2006 and effective as of
      May 10, 2006.

                                       4