Seawright Holdings (SWRI)

[kartikji]

I ran across this today. The company sold off many shares to private investors on the 17th at .85 cents a share. I am wondering what will this do to the stock??? they sold 1so many shares where is the money going someone please give me some feedback on this info

CALCULATION OF REGISTRATION FEE

Proposed Maximum

Proposed Maximum Amount of

Title of each class of securities Amount to be offering price Aggregate Amount of
to be registered registered(1) per security(2) offering price Registration Fee
Common stock, no par value per


share(3) 6,000,000 $ 0.85 $ 5,100,000.00 $ 545.70
Common stock, no par value per


share(4) 4,304,332 $ 0.85 $ 3,658,682.20 $ 391.48
Common stock, no par value per


share(5) 1,575,000 $ 0.85 $ 1,338,750.00 $ 143.25
Common stock, no par value per


share(6) 1,725,882 $ 0.85 $ 1,466,999.70 $ 156.97
Common stock, no par value per


share(7) 887,400 $ 0.85 $ 754,290.00 $ 80.71



(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this registration statement shall be deemed to cover additional securities that may be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c). For the purposes of this table, we have used the average of the closing bid and ask prices of the common stock as traded in the over the counter market and reported on the OTC Electronic Bulletin Board on July 14, 2006.

(3) Shares of common stock to be offered in connection with an equity line of credit arrangement.

(4) Shares of common stock being registered for resale that are owned by certain selling shareholders.

(5) Represents shares of common stock being registered for resale that may be acquired upon the exercise of stock options by certain selling shareholders at exercises prices ranging from $0.50/share to $2.00/share.

(6) Represents shares of common stock being registered for resale that have been or may be acquired upon the conversion of Series A Convertible Promissory Notes due 2009 at a conversion price of $0.85/share issued to certain selling stockholders named in the prospectus.

(7) Represents shares of common stock being registered for resale that have been or may be acquired upon the exercise of common stock purchase warrants at an exercise price of $0.85/share issued to certain selling stockholders named in the prospectus.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.



The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell these securities, and we are not soliciting offers to buy these securities, in any state where the offer or sale is not permitted.

PROSPECTUS

SEAWRIGHT HOLDINGS, INC.

This prospectus relates to the sale of up to 14,492,615 shares of our common stock by our stockholders. We are not selling any securities in this offering and therefore will not receive any proceeds from this offering. We will, however, receive proceeds from the sale of securities under an investment agreement that we have entered into with one of the selling stockholders, Dutchess Private Equities Fund, L.P., which permits us to "put" up to $5,000,000 in shares of our common stock to Dutchess Private Equities Fund, L.P. Additionally, we may receive funds from the exercise of warrants and options held by certain selling stockholders. All costs associated with this registration will be borne by us.

The shares of common stock are being offered for sale by the selling stockholders at prices established on the Over-the-Counter Bulletin Board or in negotiated transactions during the term of this offering. Our common stock is quoted on the Over-the-Counter Bulletin Board under the symbol "SWRI.OB". On July 14, 2006, the last reported sale price of our common stock was $0.95 per share.

Dutchess Private Equities Fund, L.P. and Jones, Byrd and Attkisson, Inc. are "underwriters" within the meaning of the Securities Act of 1933, as amended, in connection with the resale of common stock under the investment agreement. Dutchess will pay us 95% of the lowest closing best bid price of the common stock during the five trading days immediately following the date of our notice to them of our election to put shares pursuant to the investment agreement.



THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SECURITIES ONLY IF YOU CAN AFFORD A COMPLETE LOSS. SEE "RISK FACTORS" BEGINNING ON PAGE 11.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.