~~_________________________________________________~~UNITED STATES

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT TO~~Pursuant ~~SECTION~~to Section 13 ORor 15(d) OFof ~~THE~~the Securities Exchange Act of 1934

~~SECURITIES~~Date of Report (Date of earliest event ~~EXCHANGE~~reported): ~~ACT~~March OF13, ~~1934~~2012

~~Date of Report~~SEAWRIGHT ~~(Date~~HOLDINGS, ~~of earliest event reported)~~INC.

~~June~~(Exact name of registrant as specified ~~20, 2007~~in its charter)

(Exact Name of Registrant as Specified in its Charter)

Delaware

333-56848

54-1965220

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Delaware	333-56848	54-1965220
600 Cameron Street, Alexandria, VA		22314
(State or Other Jurisdiction Of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(Address of principal executive offices)		(Zip Code)

600 Cameron Street Alexandria, Virginia		22134
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (703) 340-1629

(Former Name or Former Address, if Changed Since Last Report)

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:

~~[_]~~ £ 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 4.01 ~~Entry~~Changes ~~into~~in aRegistrant’s ~~Material~~Certifying ~~Definitive Agreement.~~Accountant

~~The~~On March 13, 2012 (the “Dismissal ~~information~~Date”), ~~set~~the ~~forth~~Board inof ~~Item~~Directors 2of SEAWRIGHT HOLDINGS, INC.03. ~~hereof~~(the is“Company”) ~~incorporated~~replaced byRBSM ~~reference~~LLP inas the Company’s ~~response~~independent toregistered ~~Item~~public 1accounting firm, and appointed Fiondella, Milone and LaSaracina, LLP (“FML”) as the Company’s new independent registered public accounting firm.~~01.~~

~~Item~~RBSM LLP’s reports on the Company’s ~~2.03~~consolidated ~~Creation~~financial statements for each of athe ~~Direct~~fiscal ~~Financial~~years ~~Obligation~~ended orDecember an31, ~~Obligation~~2010 ~~under~~and 2009 did not contain an adverse opinion ~~Off-Balance~~or ~~Sheet~~disclaimer ~~Arrangement~~of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principle, except that the reports of RBSM LLP on the Company’s financial statements for each of fiscal year 2010 and fiscal year 2009 contained an explanatory paragraph, which noted that there was substantial doubt about the Company’s ability to continue as a ~~Registrant~~going concern.

OnDuring the fiscal years ended December ~~June 20~~31, ~~2007~~2010 ~~the~~and ~~Registrant~~2009, ~~executed~~and athrough ~~Promissory~~the ~~Note~~Dismissal Date, bythere ~~and~~were no disagreements between the ~~Registrant~~ Company and ~~Dutchess~~RBSM ~~Private~~LLP ~~Equities~~on ~~Fund~~any matter of accounting principles or practices, ~~Ltd.~~financial ~~(“Dutchess”).~~statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to RBSM LLP’s satisfaction, would have caused them to make reference to the subject matter of the disagreement in connection with their reports on the financial statements of the Company for such years.

~~In accordance~~None ~~with the Promissory Note, the Registrant promises to pay to Dutchess by December 20, 2007, the face amount~~ of the ~~Promissory~~reportable ~~Note~~events ~~of $200,000, plus:~~described ~~(i)~~in aItem ~~monthly interest payment at the rate of 12% per annum, and~~ 304(~~ii) upon the effectiveness of~~ a ~~registration statement to be filed with the Securities and Exchange Commission (the “Effective Date”~~)~~, monthly payments equal to the greater of~~ (A1) ~~$200,000 divided by the number of months remaining from the Effective Date until December 20, 2007, or~~ (Bv) ~~100%~~ of ~~the~~Regulation ~~amount~~S-K ofoccurred ~~money realized~~during ~~upon each sale of~~ the ~~Registrant’s~~fiscal ~~stock~~years ~~sold~~ended toDecember ~~Dutchess by the Registrant pursuant to an Investment Agreement~~31, by2010 and ~~between~~2009 ~~the Registrant~~ and ~~Dutchess,~~through ~~dated~~the ~~September 12, 2005~~Dismissal Date.

The ~~Promissory~~Company ~~Note~~provided isRBSM ~~secured~~LLP bywith a ~~lien~~copy onof ~~all~~this ofdisclosure ~~the~~set ~~Registrant’s~~forth ~~assets. Moreover,~~under ~~Joel~~this PItem 4.01 ~~Sens,~~and ~~the~~requested ~~President~~RBSM ofLLP ~~the~~to ~~Registrant,~~furnish ~~has~~a letter ~~guaranteed~~addressed to the ~~full and~~ ~~prompt~~Securities ~~payment~~& byExchange ~~the~~Commission ~~Registrant,~~stating ~~when~~whether ~~due,~~or ofnot ~~the~~it ~~Promissory~~agrees ~~Note~~with ~~and in accordance~~the ~~therewith~~above Mrstatements. ~~Sens~~A copy ~~has~~of ~~provided~~the ~~Dutchess~~letter ~~with~~from aRBSM ~~security~~LLP ~~interest in certain~~is ofattached ~~Mr.~~hereto ~~Sens’~~as ~~personal~~Exhibit ~~property~~16. 1.

~~A copy~~During of the ~~Promissory~~two ~~Note~~most isrecent ~~attached hereto as Exhibit 10.01. Also attached hereto~~fiscal ~~as Exhibit~~years ~~10.02~~and isthrough ~~a copy of~~ the ~~Security~~Engagement ~~Agreement~~Date, ~~by and among~~ the ~~Registrant, Joel~~Company ~~Patrick~~has ~~Sens~~not ~~and~~consulted ~~Dutchess~~with ~~dated~~FML ~~June~~regarding ~~20, 2007.~~ either:

~~Item 9~~1.01 ~~Financial~~the ~~Statements~~application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and ~~Exhibits~~neither a written report was provided to the Company nor oral advice was provided that FML concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or

~~Exhibit No~~2. ~~Description~~ any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).

~~10.1 Promissory Note with Dutchess Private Equities Fund, Ltd.~~2

10Item 9.~~2 Security Agreement~~01 ~~with~~Financial ~~Dutchess~~Statements ~~Private~~and ~~Equities Fund, Ltd.~~Exhibits

~~SIGNATURES~~(a) Financial statements of businesses acquired.

~~Pursuant to~~Not ~~the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~applicable

~~SEAWRIGHT HOLDINGS, INC~~(b) Pro forma financial information.

~~By /s/ Joel~~Not ~~P. Sens~~ applicable

~~Name: Joel~~(c) P.Shell ~~Sens~~company transactions.

~~Title: Chief~~Not ~~Executive Officer~~applicable

~~Dated: June~~(d) ~~21, 2007~~Exhibits

Exhibit No.	Description of Exhibit

16.1	Letter from RBSM, LLP regarding change in independent registered public accounting firm.

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.

Dated: March 14, 2012	SEAWRIGHT HOLDINGS, INC..

	By:	/s/ Joel Sens
		By: Joel Sens, Chief Executive Officer (principal executive officer, and principal financial and accounting officer)

Exhibit Index

Exhibit No.

Description

16.1	Letter of RBSM LLP regarding change in independent registered public accounting firm.

Filing Compare · SEAWRIGHT HOLDINGS INC