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As filed with the Securities and Exchange Commission on December 13, 2007
 Registration No. 333-
   UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM S-3
 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 US DATAWORKS, INC.
  
 Nevada
    
    84-1290152(State or Other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification Number)
 th
 
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 With copy to:
 
 
 Approximate date of commencement of proposed sale to the public:
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 CALCULATION OF REGISTRATION FEE
 Proposed
    
    
    Proposedmaximum
    
    
    maximumTitle of each class of securities to be
    
    
    Amount to be
    
    
    offering price per
    
    
    aggregate
    
    
    Amount ofregistered
    
    
    registered(1)
    
    
    share(2)
    
    
    offering price
    
    
    registration feeCommon Stock, $0.0001 par value(2)(3)
    
    

18,139,535 shares
    
    
    

$0.27
    
    
    
    
    $4,897,675
    
    
    
    
    $151
 
 (1)
    
    The shares being registered for resale by selling stockholders are issuable upon exercise of
certain outstanding convertible notes and warrants of the Registrant. Pursuant to Rule 416
under the Securities Act of 1933, the number of shares registered hereby shall also be deemed
to include such indeterminate number of additional shares of common stock that may be issued
or have been issued upon conversion of the convertible notes and exercise of the warrants
solely as a result of provisions to prevent dilution resulting from stock splits, stock
dividends or similar transactions.(2)
    
    Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c)
based upon the average of the high and low prices of the Companys Common Stock on the
American Stock Exchange on December 12, 2007.(3)
    
    Associated with the Common Stock are Series X Participating Preferred Stock Purchase Rights
that will not be exercisable or be evidenced separately from the Common Stock prior to the
occurrence of certain events. 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 that
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 Securities and Exchange Commission, acting pursuant to
said Section 8(a) , may determine.




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The information in this prospectus is not complete and may be changed. The selling
securityholders may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these securities in any state where the offer
or sale is not permitted. Subject to Completion, Dated December 13, 2007 PROSPECTUS
 18,139,535 Shares
 Common Stock
 
    
 Investing in our common stock involves a high degree of risk. You should carefully read and
consider the Risk Factors beginning on page 4.
 
 Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the accuracy or adequacy of this
prospectus. Any representation to the contrary is a criminal offense.




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TABLE OF CONTENTS
 PageTHE COMPANY
    
    
    3RISK FACTORS
    
    
    4SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
    
    
    8PROCEEDS FROM THE OFFERING
    
    
    9SELLING STOCKHOLDERS
    
    
    10PLAN OF DISTRIBUTION
    
    
    12LEGAL MATTERS
    
    
    14EXPERTS
    
    
    14WHERE YOU CAN FIND MORE INFORMATION
    
    
    14DOCUMENTS INCORPORATED BY REFERENCE
    
    
    15Opinion of Hale Lane Peek Dennison and Howard, Professional CorporationConsent of Ham, Langston & Brezina, LLP, Independent AuditorsSecurities Purchase AgreementForm of Senior Secured Convertible Promissory Note.Form of Common Stock Purchase Warrant.
  About This Prospectus
  You should read carefully the entire prospectus, as well as the documents incorporated by
reference in the prospectus, before making an investment decision. All references to US
Dataworks, we, us, our, or the Company in this prospectus mean US Dataworks, Inc. and its
subsidiaries, except where it is made clear that the term means only the parent company.
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THE COMPANY
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RISK FACTORS
 An investment in our common stock involves a high degree of risk. You should carefully
consider the risks and uncertainties and all other information contained or incorporated by
reference in this prospectus before you purchase shares of our common stock, including the risks
and uncertainties discussed below, as well as any modification, replacement or update to these
risks and uncertainties that are reflected in any future filings we make with the SEC as described
under the caption Documents Incorporated By Reference below, which will also be incorporated by
reference herein in their entirety.
 The risks and uncertainties described below are not the only ones we face. Additional risks
and uncertainties not presently known to us or that we currently deem immaterial may also impair
our business operations. If any of the following risks actually occurs, our business, financial
condition and results of operations could be materially and adversely affected. As a result, the
trading price of our common stock could decline, and you could lose part or all of your investment.
 We have a history of losses and may not operate profitably in the future.
  Our ability to continue as a going concern may be contingent upon our ability to secure capital
from prospective investors or lenders.
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Our operating results are subject to fluctuations caused by many factors that could cause us to
fail to achieve our revenue or profitability expectations, which in turn could cause our stock
price to decline.
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   We may not be able to maintain our relationships with strategic partners, which may cause our cash
flow to decline.
  Because a small number of customers have historically accounted for and, may in future periods
account for, substantial portions of our revenue, our revenue could decline because of delays of
customer orders or the failure to retain customers.
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If general economic and business conditions do not improve, we may experience decreased revenue or
lower growth rates.
  We may not be able to attract, retain or integrate key personnel, which may prevent us from
successfully operating our business.
  We operate in a market that is intensely and increasingly competitive, and if we are unable to
compete successfully, our revenue could decline and we may be unable to gain market share.
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We may be responsible for maintaining the confidentiality of our clients sensitive information,
and any unauthorized use or disclosure could result in substantial damages and harm our reputation.
  If we do not adequately protect our intellectual property, our business may suffer, we may lose
revenue or we may be required to spend significant time and resources to defend our intellectual
property rights.
  We may be unable to consummate future potential acquisitions or investments or successfully
integrate acquired businesses or investments or foreign operations with our business, which may
disrupt our business, divert managements attention and slow our ability to expand the range of our
technologies and products.
  The actual or anticipated resale by the selling stockholders of shares of our common stock may
cause the market price of our common stock to decline.
  Conversion of the convertible notes and exercise of the warrants will dilute the ownership interest
of existing stockholders, including holders who had previously converted their convertible notes.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
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PROCEEDS FROM THE OFFERING
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SELLING STOCKHOLDERS
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Shares Beneficially
    
    
    
    
    
    Shares BeneficiallyOwned Prior to
    
    Number of Shares
    
    Owned AfterName of Selling Stockholder
    
    Offering
    
    Being Offered
    
    OfferingHighbridge International LLC(1)
    
    
    6,259,931
    
    
    
    7,936,047
    
    
    
    155,280Castlerigg Master Investments
Ltd.(2)
    
    
    6,976,744
    
    
    
    9,069,767
    
    
    Cranshire Capital, L.P.(3)
    
    
    872,093
    
    
    
    1,133,721
    
    
    
 
 (1)
    
    Highbridge Capital Management, LLC is the trading manager of Highbridge International LLC
and has voting control and investment discretion over securities held by Highbridge International
LLC. Glenn Dubin and Henry Swieca control Highbridge Capital Management, LLC. Each of Highbridge
Capital Management, LLC, Glenn Dubin and Henry Swieca disclaim beneficial ownership of the
securities held by Highbridge International LLC.(2)
    
    Sandell Asset Management Corp. is the investment manager of Castlerigg Master Investments
Ltd. Thomas Sandell is the controlling person of Sandell Asset Management Corp. and may be deemed
to share beneficial ownership of the shares beneficially owned by Castlerigg Master Investments
Ltd. Castlerigg International Ltd. is the controlling shareholder of Castlerigg International
Holdings Limited which is the controlling shareholder of Castlerigg Master Investments Ltd. Each
of Castlerigg International Holdings Limited and Castlerigg International Ltd. may be deemed to
share beneficial ownership of the shares beneficially owned by Castlerigg Master Investments Ltd.
Sandell Asset Management Corp., Castelrigg International Holdings Limited, and Castlerigg
International Ltd. each disclaims beneficial ownership of the securities with respect to which
indirect beneficial ownership is described.(3)
    
    Downsview Capital, Inc. is the general partner of Cranshire Capital, L.P. Mitchell P.
Kopin and Downsview Capital disclaim beneficial ownership of the shares held by Cranshire Capital,
L.P. 11




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PLAN OF DISTRIBUTION
   
    
    on any national securities exchange or quotation service on which the securities may
be listed or quoted at the time of sale;
    
    in the over-the-counter market;
    
    in transactions otherwise than on these exchanges or systems or in the
over-the-counter market;
    
    through the writing of options, whether such options are listed on an options
exchange or otherwise;
    
    ordinary brokerage transactions and transactions in which the broker-dealer solicits
purchasers;
    
    block trades in which the broker-dealer will attempt to sell the shares as agent but
may position and resell a portion of the block as principal to facilitate the
transaction;
    
    purchases by a broker-dealer as principal and resale by the broker-dealer for its
account;
    
    an exchange distribution in accordance with the rules of the applicable exchange;
    
    privately negotiated transactions;
    
    short sales;
    
    sales pursuant to Rule 144;
    
    broker-dealers may agree with the selling stockholders to sell a specified number of
such shares at a stipulated price per share;
    
    a combination of any such methods of sale; and
    
    any other method permitted pursuant to applicable law.
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LEGAL MATTERS
  
 EXPERTS
   
 WHERE YOU CAN FIND MORE INFORMATION
 www.usdataworks.com
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DOCUMENTS INCORPORATED BY REFERENCE
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PART II
 INFORMATION NOT REQUIRED IN PROSPECTUS
 Item 14. Other Expenses of Issuance and Distribution
  AmountSEC registration fee
    
    $
    151Accounting fees and expenses
    
    $
    3,000Legal fees and expenses
    
    $
    10,000Miscellaneous
    
    $
    1,849Total
    
    $
    15,000
 Item 15. Indemnification of Directors and Officers
   Item 16. Exhibits
 ExhibitNumber
    
    Description of Document4.1
    
    Specimen Stock Certificate (incorporated by reference to Exhibit 4.1 to
the Registrants Annual Report on Form 10-KSB for the year ended March
31, 2002).4.2
    
    Rights Agreement, dated July 24, 2003, by and between the Registrant
and Corporate Stock Transfer (incorporated by reference to Exhibit 4.1
to the Registrants Current Report on Form 8-K, filed with the SEC on
July 25, 2003).4.3
    
    Amendment No. 2 to Rights Agreement, dated November 13, 2007, by and
between the Registrant and American Stock Transfer & Trust
(incorporated by reference to Exhibit 4.2 to the Registrants Current
Report on Form 8-K, filed with the SEC on November 14, 2007).
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ExhibitNumber
    
    Description of Document5.1
    
    Opinion of Hale Lane Peek Dennison and Howard, Professional Corporation.23.1
    
    Consent of Ham, Langston & Brezina, LLP, independent auditors.23.3
    
    Consent of Hale Lane Peek Dennison & Howard (see Exhibit 5.1).24.1
    
    Power of Attorney (see page II-4 of this Registration Statement).99.1
    
    Securities Purchase Agreement dated as of November 13, 2007, by and
among the Registrant and the signatories thereto.99.2
    
    Form of Senior Secured Convertible Promissory Note.99.3
    
    Form of Common Stock Purchase Warrant.
 Item 17. Undertakings
  (1)
    
    To file, during any period in which offers or sales are being made, a
post-effective amendment to the registration statement:
 (i)
    
    To include any prospectus required by Section 10(a)(3) of the
Securities Act;(ii)
    
    To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement; and(iii)
    
    To include any material information with respect to the plan
of distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement;
  (2)
    
    That, for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.(3)
    
    To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.(4)
    
    That, for purposes of determining any liability under the Securities Act, (A)
each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to
be part of the registration statement as of the date the filed prospectus was deemed
part of and included in the registration statement; and (B) each prospectus required to
be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of
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a registration statement in reliance on Rule 430B relating to an offering made
pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the
information required by section 10(a) of the Securities Act of 1933 shall be deemed
to be part of and included in the registration statement as of the earlier of the
date such form of prospectus is first used after effectiveness or the date of the
first contract of sale of securities in the offering described in the prospectus. As
provided in Rule 430B, for liability purposes of the issuer and any person that is
at that date an underwriter, such date shall be deemed to be a new effective date of
the registration statement relating to the securities in the registration statement
to which that prospectus relates, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof. Provided, however,
that no statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of contract of sale prior
to such effective date, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration statement or
made in any such document immediately prior to such effective date.
 (5)
    
    That, for purposes of determining any liability under the Securities Act, each
filing of the registrants annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
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SIGNATURES
  US DATAWORKS, INC.By
    
    /s/ Charles E. Ramey

Charles E. RameyChief Executive Officer
 POWER OF ATTORNEY
   /s/ Charles E. Ramey

Charles E. Ramey
    
    Chief Executive Officer

(Principal Executive Officer) 

and Director
    
    December 13, 2007/s/ John T. McLaughlin

John T. McLaughlin
    
    Chief Accounting Officer
(Principal Accounting Officer)
    
    December 13, 2007/s/ Joe Abrell

Joe Abrell
    
    Director
    
    December 13, 2007/s/ J. Patrick Millinor

J. Patrick Millinor
    
    Director
    
    December 13, 2007/s/ John L. Nicholson

John L. Nicholson, M.D.
    
    Director
    
    December 13, 2007/s/ Terry Stepanik

Terry Stepanik
    
    Director
    
    December 13, 2007
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/s/ Hayden D. Watson

Hayden D. Watson
    
    Director
    
    December 13, 2007/s/ Thomas L. West, Jr

Thomas L. West, Jr.
    
    Director
    
    December 13, 2007
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EXHIBIT INDEX
 ExhibitNumber
    
    Description of Document4.1
    
    Specimen Stock Certificate (incorporated by reference to Exhibit 4.1 to
the Registrants Annual Report on Form 10-KSB for the year ended March
31, 2002).4.2
    
    Rights Agreement, dated July 24, 2003, by and between the Registrant
and Corporate Stock Transfer (incorporated by reference to Exhibit 4.1
to the Registrants Current Report on Form 8-K, filed with the SEC on
July 25, 2003).4.3
    
    Amendment No. 2 to Rights Agreement, dated November 13, 2007, by and
between the Registrant and American Stock Transfer & Trust
(incorporated by reference to Exhibit 4.2 to the Registrants Current
Report on Form 8-K, filed with the SEC on November 14, 2007).5.1
    
    Opinion of Hale Lane Peek Dennison and Howard, Professional Corporation.23.1
    
    Consent of Ham, Langston & Brezina, LLP, independent auditors.23.3
    
    Consent of Hale Lane Peek Dennison & Howard (see Exhibit 5.1).24.1
    
    Power of Attorney (see page II-4 of this Registration Statement).99.1
    
    Securities Purchase Agreement dated as of November 13, 2007, by and
among the Registrant and the signatories thereto.99.2
    
    Form of Senior Secured Convertible Promissory Note.99.3
    
    Form of Common Stock Purchase Warrant.