UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

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

~~Date~~Securities ~~of Report~~Exchange ~~(Date~~Act of ~~earliest event reported): July 31, 2008~~1934

Date of Report (Date of earliest event reported): February 6, 2009

WINDSWEPT ENVIRONMENTAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	~~Delaware~~0-17072	011-~~17072~~2844247	~~11-2844247~~
	(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

895 Waverly Avenue, Holtsville, New York	11706
(Address of Principal Executive Offices)	(Zip Code)

(631) 289-5500

(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):

o[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

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

Item 1 5.~~01 Entry into~~02 aDeparture ~~Material~~of ~~Definitive~~Directors ~~Agreement~~or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~On July 31,~~See ~~2008, Windswept Environmental Group, Inc. (the “Company”) entered into an~~Item ~~Omnibus Amendment (the “Omnibus Amendment”) with Valens Offshore SPV I, Ltd~~8. ~~(“VOFSPVI”),~~01 ~~PSource Structured Debt Limited (“PSource”), Valens U~~below.S. SPV I, LLC (together with VOFSPVI and PSource, the “Holders”) and LV Administrative Services, Inc., as agent for the benefit of each of the Holders. The Omnibus Amendment amends the Amended and Restated Secured Convertible Term Note, dated September 29, 2006 (the “Note”), issued by the Company to Laurus Master Fund, Ltd. and subsequently assigned to the Holders.

~~Pursuant to~~Item ~~the Omnibus Amendment, each of the Holders and the Company agreed to the deferral of payment of ninety percent (90%) of the monthly amount (i~~8.e.01 ~~$90,000) due~~Other under the Note on August 1, 2008 (the “Deferred Amount”) until the earlier of (i) the date that the Company receives any payment from past or current litigation involving the Company or (ii) November 1, 2008Events. In consideration of the Deferred Amount, the Company has agreed to pay $30,000 as additional interest to the Holders, which is to be paid on the date upon which the Company is required to repay the outstanding balance of the Note.

~~The foregoing~~On ~~description~~February is6, ~~qualified~~2009, inWindswept ~~its~~Environmental ~~entirety~~Group, byInc. ~~reference~~(the to“Company”) ~~the~~received ~~Omnibus Amendment~~notification from its secured lenders that, ain ~~copy~~view of ~~which~~the isCompany’s ~~attached~~defaults, ~~hereto~~they aswere ~~Exhibit~~accelerating ~~10.1~~the ~~and~~payment ~~incorporated herein~~on bytheir ~~reference~~loans. These loans are in the current approximate aggregate principal amount of $5,908,000.

~~Item 9~~Prior thereto, the Company sought to obtain financing and potentially pay off its secured loans.~~01 Exhibits~~ Negotiations with one possible financing source were terminated by such financing source and no additional sources of capital were located. In view of the Company’s current inability to pay its expenses as they become due and to pay the secured loans, the Company has terminated operating activities except insofar as to collect receivables, liquidate all assets and pay (i) accrued payroll (and related taxes), (ii) its secured lenders and, (iii) to the extent applicable, taxing authorities. As a result, it is anticipated that no assets will be available for distribution to stockholders.

~~(d) Exhibits~~On February 6, 2009, Dr. Kevin Phillips resigned as a director of the Company, on February 12, 2009, Anthony P. Towell resigned as a director of the Company and on February 13, 2009, Arthur J. Wasserspring resigned as Chief Financial Officer of the Company. Messrs. Phillips and Towell were also members of the Audit and Compensation Committees of the Board. Jeffrey Micheli remains an officer and director of the Company and all employees of the Company have been terminated.

~~10.1 Omnibus Amendment.~~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/ Arthur J. Wasserspring Arthur J. Wasserspring Chief Financial Officer

	WINDSWEPT ENVIRONMENTAL GROUP, INC.


Date: February 17, 2009	By:	/s/ Jeffrey Micheli
		Jeffrey Micheli
		President

~~Date: August 5, 2008~~3

Exhibit Index

10.1 Omnibus Amendment.

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