Windswept Environmental Systems, Inc. (fka WEGI)

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Laurus filed to sell 5million 02/07 >

http://www.sec.gov/Archives/edgar/data/814915/000114420407006068/v064851_s1a.htm

SUBJECT TO COMPLETION, DATED FEBRUARY 9, 2007


5,395,061 Shares of Common Stock


WINDSWEPT ENVIRONMENTAL GROUP, INC.


The shares of common stock of Windswept covered by this prospectus may be sold from time to time by Laurus Master Fund, Ltd., the selling stockholder. This prospectus relates to up to 5,395,061 shares of common stock of Windswept which are issuable upon conversion of the principal and interest of a secured convertible term note due June 30, 2009 issued to the selling stockholder having a conversion rate of $.09 per share, subject to adjustment, and/or shares that may be issued, in lieu of cash, in payment of principal and interest on a note.




We will not receive any of the proceeds from the sale of our common stock by the selling stockholder.


Our common stock is quoted on Over-the-Counter Bulletin Board under the symbol “WEGI.OB”.


The shares of common stock covered by this prospectus may be sold through broker-dealers or in privately negotiated transactions in which commissions and other fees may be charged. These fees, if any, will be paid by the selling stockholder. We will not be paying any underwriting discounts or commissions in this offering. We have no agreement with any broker-dealer with respect to these shares, and we are unable to estimate the commissions that may be paid in any given transaction. For a more complete description of the methods of distribution that the selling stockholder may use, see “Plan of Distribution” beginning on page 22.