UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________________

FORM 10-Q

(Mark One)

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended ~~September~~March 3031, ~~2011~~2012

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from __________ to __________

Commission File Number: 333-56848

SEAWRIGHT HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		54-1965220
(State or other jurisdiction of		(I.R.S. Employer
(State or other jurisdiction of Incorporation or organization)		(I.R.S. Employer Identification No.)
Incorporation or organization)		Identification No.)

600 Cameron Street, Alexandria, VA 22314

(Address of principal executive offices)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes xo No ox

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o

Non-accelerated filer o	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ¨ No x

Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.

Class Common Stock, $0.001 Par Value Shares Outstanding at ~~January~~May 2022, 2012 1419,~~348~~748,399

SEAWRIGHT HOLDINGS, INC.

INDEX

PART I		Financial Information	Page Number
			Page Number
	Item 1.	Financial Statements (unaudited)
PART I		Financial Information
		Condensed Consolidated Balance Sheets – September 30, 2011 (Unaudited) and December 31, 2010	3
	Item 1.	Financial Statements (unaudited)	3
		Unaudited Condensed Consolidated Statements of Operations – Three and Nine Months Ended September 30, 2011 and September 30, 2010 and for the period from October 14, 1999 (date of inception) through September 30, 2011	4
		Condensed Consolidated Balance Sheets – March 31, 2012 (Unaudited) and December 31, 2011	3
		Unaudited Condensed Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2011 and September 30, 2010 and for the period from October 14, 1999 (date of inception) through September 30, 2011	5
		Unaudited Condensed Consolidated Statements of Operations – Three Months Ended March 31, 2012 and March 31, 2011 and for the period from October 14, 1999 (date of inception) through March 31, 2012	4
		Notes to Unaudited Condensed Consolidated Financial Statements	6
		Unaudited Condensed Consolidated Statement of Stockholders' Deficit - Three Months Ended March 31, 2012	5
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
		Unaudited Condensed Consolidated Statements of Cash Flows – Three Months Ended March 31, 2012 and March 31, 2011 and for the period from October 14, 1999 (date of inception) through March 31, 2012	6
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
		Notes to Unaudited Condensed Consolidated Financial Statements	8
	Item 4.	Controls and Procedures	19
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
	Item 4.	Controls and Procedures	18
PART II		Other Information
	Item 1	Legal Proceedings	1918
	Item 1A.	Risk Factors	1918
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1918
	Item 3.	Defaults Upon Senior Securities	1918
	Item 4.	~~Removed~~Mine ~~and~~Safety ~~Reserved~~Disclosures	1918
	Item 5	Other Information	1918
	Item 6.	Exhibits	2019
SIGNATURES			2120
EX-31
EX-32

PART I.

FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

SEAWRIGHT HOLDINGS, INC. ~~(A DEVELOPMENT STAGE COMPANY) CONDENSED CONSOLIDATED BALANCE SHEETS~~

	September 30,			December 31,
	2011			2010
	(unaudited)
ASSETS
Current assets:
Capitalized financing costs	$	1,767		$	18,757
Total current assets		1,767			18,757
Property and equipment, net		1,223,587			1,233,520
Other assets		30,214			30,214
Total assets	$	1,255,568		$	1,282,491
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Bank overdraft	$	-		$	1,857
Accounts payable and accrued expenses		990,696			566,897
Convertible notes payable, net of debt discount		60,000			47,253
Notes payable, current portion		1,871,815			1,800,775
Notes payable due to related parties, current portion		190,000			65,000
Put liability		150,000			150,000
Other liabilities		50,000			50,000
Total current liabilities		3,312,511			2,681,782
Long-term liabilities:
Note payable due to related party, long term		-			125,000
Derivative liability		25,465			950
Total liabilities		3,337,976			2,807,732
STOCKHOLDERS' DEFICIT
Preferred stock, par value $0.001 per share; 100,000 shares authorized		-			-
Series A convertible preferred stock, par value $0.001 per share; 60,000 shares authorized, none issued and outstanding as of September 30, 2011 and December 31, 2010		-			-
Common stock, par value $0.001 per share; 19,900,000 shares authorized; 14,348,399 shares issued and outstanding as of September 30, 2011 and December 31, 2010		14,348			14,348
Common shares to be issued		36,896			36,896
Additional paid in capital		7,505,380			7,370,877
Accumulated deficit during development stage		(9,639,032	)		(8,947,362	)
Total stockholders' deficit		(2,082,408	)		(1,525,241	)
Total liabilities and stockholders' deficit	$	1,255,568		$	1,282,491

(A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31, 2012			December 31, 2011
	(unaudited)
ASSETS
Current assets:
Prepaid expense and capitalized financing costs	$	38,083		$	5,000
Total current assets		38,083			5,000

Property and equipment, net		1,199,253			1,202,519

Other assets		29,542			29,542

Total assets	$	1,266,878		$	1,237,061

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	1,024,122		$	1,088,503
Convertible notes payable, net of debt discount		60,000			60,000
Due to officer		25,713			-
Notes payable, current portion		1,929,472			1,914,827
Notes payable due to related parties, current portion		190,000			190,000
Other liabilities		50,000			50,000
Total current liabilities		3,279,307			3,303,330

Long-term liabilities:
Derivative liability		34,830			5,474
Total liabilities		3,314,137			3,308,804

Commitments and contingencies		-			-

STOCKHOLDERS' DEFICIT
Preferred stock, par value $0.001 per share; 100,000 shares authorized		-			-
Series A convertible preferred stock, par value $0.001 per share; 60,000 shares authorized, none issued and outstanding as of March 31, 2012 and December 31, 2011		-			-
Common stock, par value $0.001 per share; 19,900,000 shares authorized; 19,748,399 and 14,348,399 shares issued and outstanding as of March 31, 2012 and December 31, 2011, respectively		19,748			14,348
Common shares to be issued		36,896			36,896
Additional paid in capital		7,966,220			7,735,120
Due from officer		-			(11,444	)
Accumulated deficit during development stage		(10,070,123	)		(9,846,663	)
Total stockholders' deficit		(2,047,259	)		(2,071,743	)

Total liabilities and stockholders' deficit	$	1,266,878		$	1,237,061

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

SEAWRIGHT HOLDINGS, INC. ~~(A DEVELOPMENT STAGE COMPANY) CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)~~

													For the period from
													October 14, 1999
													(date of inception)
	Three months ended September 30,						Nine months ended September 30,						through
	2011			2010			2011			2010			September 30, 2011
Revenue, net	$	-		$	-		$	-		$	-		$	19,611
Cost and expenses:
Selling, general and administrative		107,429			88,602			295,751			390,807			6,734,204
Impairment of trade name		-			-			-			-			19,529
(Gain) loss on sale of trading securities		-			-			-			-			(37,356	)
Depreciation and amortization		3,311			3,691			9,933			11,073			89,419
		110,740			92,293			305,684			401,880			6,805,796
Operating loss		(110,740	)		(92,293	)		(305,684	)		(401,880	)		(6,786,185	)
Other income (expense):
Other income		-			-			-			-			62,302
Gain on sale of property		-			-			-			-			1,480,996
Gain on settlement of debt		-			-			-			606,058			1,593,236
(Loss) gain on change in fair value of debt derivative		(17,668	)		-			(24,515	)		-			12,851
Interest expense, net		(86,775	)		(113,149	)		(361,471	)		(523,882	)		(5,994,133	)
Total other income (expense)		(104,443	)		(113,149	)		(385,986	)		82,176			(2,844,748	)
Loss from continuing operations before income taxes and discontinued operations		(215,183	)		(205,442	)		(691,670	)		(319,704	)		(9,630,933	)
Provision for income taxes		-			-			-			-			-
Loss from continuing operations before discontinued operations		(215,183	)		(205,442	)		(691,670	)		(319,704	)		(9,630,933	)
Income from discontinued operations		-			-			-			-			16,901
Net loss		(215,183	)		(205,442	)		(691,670	)		(319,704	)		(9,614,032	)
Preferred stock dividend		-			-			-			-			(25,000	)
Net loss attributable to common shareholders	$	(215,183	)	$	(205,442	)	$	(691,670	)	$	(319,704	)	$	(9,639,032	)
Loss per common share, basic and fully diluted	$	(0.01	)	$	(0.02	)	$	(0.05	)	$	(0.02	)
Weighted average number of common shares outstanding, basic and fully diluted		14,348,399			13,598,399			14,348,399			13,598,399

(A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	Three months ended March 31,						For the period from October 14, 1999 (date of inception) through
	2012			2011			March 31, 2012

Revenue, net	$	-		$	-		$	19,611

Cost and expenses:
Selling, general and administrative		106,349			99,929			6,919,713
Impairment of trade name		-			-			19,529
Gain on sale of trading securities		-			-			(37,356	)
Depreciation and amortization		3,266			3,311			113,753
		109,615			103,240			7,015,639

Operating loss		(109,615	)		(103,240	)		(6,996,028	)

Other income (expense):
Other income		-			-			62,302
Gain on sale of property		-			-			1,480,996
Gain on extinguishment of debt, net		23,096			-			1,616,332
(Loss) gain on change in fair value of debt derivative		(29,356	)		(13,950	)		3,486
Interest expense, net		(107,585	)		(174,515	)		(6,229,112	)

Total other income (expense)		(113,845	)		(188,465	)		(3,065,996	)

Loss from continuing operations before income taxes and discontinued operations		(223,460	)		(291,705	)		(10,062,024	)

Provision for income taxes		-			-			-

Loss from continuing operations before discontinued operations		(223,460	)		(291,705	)		(10,062,024	)

Income from discontinued operations		-			-			16,901

Net loss		(223,460	)		(291,705	)		(10,045,123	)

Preferred stock dividend		-			-			(25,000	)

Net loss attributable to common shareholders	$	(223,460	)	$	(291,705	)	$	(10,070,123	)

Loss per common share, basic and diluted	$	(0.01	)	$	(0.02	)

Weighted average number of common shares outstanding, basic and diluted		15,113,234			14,348,399

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

SEAWRIGHT HOLDINGS, INC. ~~(A DEVELOPMENT STAGE COMPANY) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)~~

							For the period
							From
							October 14, 1999
							(date of inception)
	Nine months ended September 30,						through
	2011			2010			September 30, 2011
Net cash used in operating activities		(134,503	)		(675,131	)		(6,372,285	)
Net cash (used in) provided by investing activities		-			(100,000	)		1,229,622
Net cash provided by financing activities		134,503			775,131			5,142,663
Net (decrease) increase in cash and cash equivalents		-			-			-
Cash and cash equivalents, beginning of period		-			580			-
Cash and cash equivalents, end of period	$	-		$	580		$	-
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	$	-		$	466,900		$	1,951,963
Cash paid for income taxes	$	-		$	-		$	-
Non cash investing and financing activities:
Common stock issued in exchange for notes payable and accrued interest	$	-		$	-		$	761,515
Common stock issued in exchange for convertible notes payable and accrued interest	$	-		$	-		$	1,507,067
Common stock to be issued in exchange for convertible notes payable	$	-		$	-		$	11,396
Notes payable and accrued interest settled by officer	$	-		$	105,000		$	421,400
Common stock issued in connection with issuance of notes payable	$	-		$	-		$	25,500
Common stock issued in exchange for stock incentive liabilities	$	-		$	-		$	127,500
Transfer of deposit to property and equipment	$	-		$	-		$	57,600
Notes payable issued in exchange for accrued liabilities	$	-		$	-		$	71,413
Notes payable issued in connection with capital expenditures	$	-		$	-		$	1,325,000
Warrants issued in exchange for financing costs	$	-		$	-		$	545,460

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

THREE MONTHS ENDED MARCH 31, 2012

(unaudited)

	Preferred Stock:				Common stock:				Shares to be issued				Additional Paid in		Due from			Common Stock		Deficit Accumulated During Development
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Officer			Subscription		Stage			Total
Balance, December 31, 2011		-	$	-		14,348,399	$	14,348		113,407	$	36,896	$	7,735,120	$	(11,444	)	$	-	$	(9,846,663	)	$	(2,071,743	)
Common stock issued in settlement of accrued liabilities		-		-		1,300,000		1,300		-		-		53,950		-			-		-			55,250
Common stock issued for services rendered and to be rendered		-		-		1,300,000		1,300		-		-		53,950		-			-		-			55,250
Common stock issued for extinguishment of debt		-		-		2,800,000		2,800		-		-		123,200		-			-		-			126,000
Repayment of due from officer		-		-		-		-		-		-		-		11,444			-		-			11,444
Net loss		-		-		-		-		-		-		-		-			-		(223,460	)		(223,460	)
Balance, March 31, 2012		-	$	-		19,748,399	$	19,748		113,407	$	36,896	$	7,966,220	$	-		$	-	$	(10,070,123	)	$	(2,047,259	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

SEAWRIGHT HOLDINGS, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Three months ended March 31,						For the period From October 14, 1999 (date of inception) through
	2012			2011			March 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(223,460	)	$	(291,705	)	$	(10,045,123	)
Income from discontinued operations		-			-			(16,901	)
Net loss from continuing operations		(223,460	)		(291,705	)		(10,062,024	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		3,266			3,311			113,752
Amortization of debt discounts		-			9,890			799,617
Amortization of deferred financing costs		3,750			6,883			1,155,785
Write off of investment in land purchase option		-			-			215,500
Penalties and fees charged in connection with loan settlements, net		-			-			3,882
Fair value of consideration with induced note payable conversions		-			-			1,215,417
Loss (gain) on change in fair value of derivative		29,356			13,950			(3,486	)
Interest and operating expense financed through issuance of note payable		47,754			32,091			388,812
Accretion of interest on trade name liability		-			-			20,938
Gain on sale of property		-			-			(1,480,996	)
Net gain on extinguishment of debt		(23,096	)		-			(1,616,332	)
Financing expense attributable to conversion of stock options to common stock		-			-			1,500
Common stock issued to founders					-			5,020
Common stock issued as financing incentives		-			-			47,650
Common stock issued in exchange for services rendered		18,417			-			113,417
Common stock issued for interest and penalties		-			-			216,649
Impairment of trade name		-			-			19,529
Expenses paid by officer on behalf of Company		6,848			31,304			103,922
Fair value of stock options issued in exchange for services rendered		-			-			43,766
Write off of claimed receivable		-			-			6,000
Changes in:
Marketable securities-trading		-			-			(17,993	)
Claims receivable		-			-			(6,000	)
Capitalized financing costs		-			-			(32,647	)
Deposits, prepaids and other assets		-			-			(79,821	)
Accounts payable and accrued expenses		137,165			194,276			2,573,460
Net cash used in continuing operating activities		-			-			(6,254,683	)
Net cash provided by discontinued operations		-			-			16,901
Net cash used in operating activities		-			-			(6,237,782	)

SEAWRIGHT HOLDINGS, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Three months ended March 31,				For the period From October 14, 1999 (date of inception) through
	2012		2011		March 31, 2012
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property, net		-		-		2,445,996
Investment in land purchase option		-		-		(215,501	)
Purchase of property, plant and equipment		-		-		(1,000,873	)
Net cash provided by investing activities		-		-		1,229,622

CASH FLOWS FROM FINANCING ACTIVITIES:
Bank overdraft		-		-		1,857
Proceeds from sale of common stock, net		-		-		2,006,683
Proceeds from notes payable, net of repayments		-		-		1,069,388
Proceeds from related party loans, net of repayments		-		-		182,500
Proceeds from line of credit, net of repayments		-		-		583,571
Proceeds from issuance of convertible notes, net		-		-		1,102,586
Proceeds from issuance of warrants attached to convertible notes, net		-		-		169,865
Proceeds from exercise of options and warrants		-		-		348,506
Return of contributed capital to shareholders- due from officer		-		-		(650,196	)
Reacquisition of shares		-		-		(81,600	)
Proceeds from issuance of preferred stock, net		-		-		275,000
Net cash provided by financing activities		-		-		5,008,160

Net (decrease) increase in cash and cash equivalents		-		-		-

Cash and cash equivalents, beginning of period		-		-		-

Cash and cash equivalents, end of period	$	-	$	-	$	-

Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	$	-	$	-	$	1,951,963
Cash paid for income taxes	$	-	$	-	$	-

Non cash investing and financing activities:
Common stock issued in exchange for notes payable and accrued interest	$	2,800	$	-	$	764,315
Common stock issued in exchange for convertible notes payable and accrued interest	$	-	$	-	$	1,507,067
Common stock to be issued in exchange for convertible notes payable	$	-	$	-	$	11,396
Common stock issued for prepaid services	$	36,833	$	-	$	36,833
Common stock issued in exchange for accounts payable (included gain from settlement of the accounts payable)	$	201,546	$	-	$	201,546
Notes payable and accrued interest settled by officer	$	-	$	-	$	421,400
Common stock issued in connection with issuance of notes payable	$	-	$	-	$	25,500
Common stock issued in exchange for stock incentive liabilities	$	-	$	-	$	127,500
Transfer of deposit to property and equipment	$	-	$	-	$	57,600
Notes payable issued in exchange for accrued liabilities	$	-	$	-	$	85,591
Notes payable issued in connection with capital expenditures	$	-	$	-	$	1,325,000
Warrants issued in exchange for financing costs	$	-	$	-	$	545,460

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

SEAWRIGHT HOLDINGS, INC.

(a development stage company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2011~~2012

(UNAUDITED)

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES

General

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Accordingly, the results from operations for the three ~~and nine~~ month period ended ~~September~~March 3031, ~~2011~~2012 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2011~~2012. The unaudited condensed financial statements should be read in conjunction with the December 31, ~~2010~~2011 financial statements and footnotes thereto included in the Company's SEC Form 10 K.

The condensed consolidated financial statements as of December 31, ~~2010~~2011 have been derived from the audited consolidated financial statements at that date but do not include all disclosures required by the accounting principles generally accepted in the United States of America.

Business and Basis of Presentation

Seawright Holdings, Inc., (Company) was formed on October 14, 1999 under the laws of the state of Delaware. The Company is a development stage enterprise, as defined by Accounting Standards Codification subtopic 915-10, Development Stage Entities ("ASC 915-10") and is seeking to develop a spring water bottling and distribution business. From its inception through the date of these financial statements, the Company has recognized minimal revenues and has incurred significant operating expenses. Consequently, its operations are subject to all risks inherent in the establishment of a new business enterprise. For the period from inception through ~~September~~March 3031, ~~2011~~2012, the Company has accumulated ~~losses~~ deficit of $910,~~639~~070,~~032~~123.

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Seawright Springs, LLC and Knox County Minerals, LLC. Significant intercompany transactions have been eliminated in consolidation.

Reclassification

Certain reclassifications have been made in prior year’s financial statements to conform to classifications used in the current year.

Recent Accounting Pronouncements

There were various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's consolidated financial position, results of operations or cash flows.

SEAWRIGHT HOLDINGS, INC.

(a development stage company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2011~~2012

(UNAUDITED)

NOTE 2 – GOING CONCERN MATTERS

~~NOTE~~The 2accompanying –unaudited ~~GOING~~condensed ~~CONCERN~~consolidated ~~MATTERS~~financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying unaudited condensed consolidated financial statements during three months ended March 31, 2012, the Company incurred a net loss of $223,460, had accumulated deficit since its inception from October 14, 1999 through March 31, 2012 of $10,070,123 and used $6,237,782 in cash for operating activities from its inception through March 31, 2012. These factors among others may indicate that the Company will be unable to continue as a going concern for a reasonable period of time.

The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying unaudited condensed consolidated financial statements during nine months ended September 30, 2011, the Company incurred a net loss of $691,670, had accumulated deficit since its inception from October 14, 1999 through September 30, 2011 of $9,639,032 and used $6,372,285 in cash for operating activities from its inception through September 30, 2011. These factors among others may indicate that the Company will be unable to continue as a going concern for a reasonable period of time.

The Company's existence is dependent upon management's ability to develop profitable operations. Management is devoting substantially all of its efforts to developing its products and services and there can be no assurance that the Company's efforts will be successful. However, the planned principal operations have not commenced and no assurance can be given that management's actions will result in profitable operations or the resolution of its liquidity problems. The Company is also pursuing additional debt or equity financing through discussions with private investors. There can be no assurance that the Company will be successful in its effort to secure additional financing. The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

NOTE 3 – PROPERTY AND EQUIPMENT

InMajor ~~October,~~classes ~~2003, the Company acquired approximately 140 acres~~ of ~~land~~property and ~~related~~equipment ~~improvements~~at inMarch ~~Augusta County~~31, ~~Virginia,~~2012 inand ~~exchange~~December ~~for $1~~31,~~000,000,~~ ~~comprised~~2011 ofconsisted ~~$300,000~~ of ~~cash~~the ~~and a $700,000 promissory note payable.~~following:

Major classes of property and equipment at September 30, 2011 and December 31, 2010 consisted of the following:

	March 31, 2012			December 31, 2011
Land	$	1,000,000		$	1,000,000
Equipment		32,167			32,167
Building improvements		261,307			261,307
		1,293,474			1,293,474
Less - accumulated depreciation		(94,221	)		(90,955	)
	$	1,199,253		$	1,202,519

	September 30, 2011			December 31, 2010
Land	$	1,000,000		$	1,000,000
Equipment		32,167			32,167
Building improvements		261,307			261,307
		1,293,474			1,293,474
Less - accumulated depreciation		(69,887	)		(59,954	)
	$	1,223,587		$	1,233,520

Depreciation expense was $3,311 and $3,691 for the three month periods ended September 30, 2011 and 2010, respectively, and $9,933 and $11,073 for the nine months ended September 30, 2011 and 2010, respectively.

SEAWRIGHT HOLDINGS, INC.

(a development stage company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

(UNAUDITED)

NOTE 4 – NOTES PAYABLE

Notes payable at ~~September~~March 3031, ~~2011~~2012 and December 31, ~~2010~~2011 are as follows:

	September 30, 2011		December 31, 2010
	March 31, 2012		December 31, 2011
15% per annum note payable, monthly interest payments, principal due June 8, 2008, collateralized by land. The note and unpaid accrued interest was settled in May 2010 with a new principal of $375,000, interest at 21% per annum (default rate at 24% per annum). The lender added an additional aggregate of $90,000 to the principal ($45,000 in November 2010 and $45,000 in May 2011) when interest payment to Kent Carr loan was made on behalf of the Company. The Company became in default after December 31, 2010 upon the expiration of a forbearance agreement. (1)	$	465,000	$	420,000
24% per annum Notes payable due to Charter House, LLC, collateralized by land. The notes are past due and the Company is in default under the terms of the note agreements.	$	990,900	$	993,700
7% per annum note payable, due on or before July 1, 2008, uncollateralized. The note and unpaid accrued interest was settled in January 2010, with partial repayment made by the Company’s officer, resulted in a new principal of $150,000 that is subject to adjustment in accordance with gold price. At September 30, 2011 and December 31, 2010, the adjusted principal amount is $215,040 and $189,000, respectively. (2)		215,040		189,000
6% per annum note payable due to related party, due March 25, 2012, uncollateralized		125,000		125,000
12% per annum (default rate 18%) note payable, due November 1, 2011, collateralized by land		750,000		750,000
Noninterest bearing notes payable due to related party, due on demand, uncollateralized		47,500		47,500
15% per annum (default rate 21%) note payable, due October 13, 2008, collateralized by land; The Company became in default after December 31, 2010 upon the expiration of a forbearance agreement. The default interest rate was 24% pursuant to the forbearance agreement.		375,000		375,000
6% per annum note payable, due November 15, 2008, collateralized by personal guarantee of principle stockholder. The Company was in default under the terms of the note agreement at September 30, 2011 and December 31, 2010.		47,300		47,300

SEAWRIGHT HOLDINGS, INC.

(a development stage company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

(UNAUDITED)

(Continued)

	September 30, 2011			December 31, 2010
Loan against cash value of principle stockholder's life insurance		19,475			19,475
6% per annum note payable due to related party, due on demand, uncollateralized		17,500			17,500
Total		2,061,815			1,990,775
Less: notes payable, current portion		(1,871,815	)		(1,800,775	)
Less: notes payable due to related party, current portion		(190,000)			(65,000	)
Note payable due to related party– long term	$	-		$	125,000

(1) Charter House s Loan Transactions

On June 8, 2006, the Company issued a note to Charter House, LLC in the amount of $350,000. The note bore interest at 15% per annum, and matured on December 8, 2006, subject to the Company’s right to extend the maturity date for six months and payment of an extension fee of 3% of the outstanding principal balance. The note provided for monthly payments of interest. The note was secured a lien on certain real estate of the Company in Augusta County, Virginia.

On October 5, 2006, the Company and Charter House, LLC modified the note to increase the principal balance to $515,000. On February 1, 2007, the Company and Charter House, LLC modified the note to increase the principal balance to $645,000. On November 27, 2007, the Company and Charter House, LLC modified the note to increase the principal balance to $928,000. The note as modified matured on June 8, 2008. Upon sale of certain real estate in July 2008, the Company repaid $645,000 of the Charter House loan with the remaining balance of $283,000 being due and payable on demand. In August 2008, Charter House advanced additional $135,000 to the Company. The note was due on September 19, 2008 and collateralized by common stock of principle stockholder.

On May 10, 2010, the Company repaid the $135,000 note in full and the Company and Charter House, LLC entered into a forbearance agreement with regards to the outstanding liability related to the $283,000 loan. The unpaid principal, accrued interest, penalty and fees were partially repaid by the Company pursuant to the agreement, and Charter House, LLC agreed not to exercise any remedies under the note until December 31, 2010. The new principal amount was agreed to be $375,000 with interest rate agreed to be 21% per annum. The Company recorded additional interest and financing expense in the amount of $124,684 in connection with the settlement. The Company also prepaid interest that would accrue under the note from May 10, 2010 to December 31, 2010 in the amount of $51,478. The forbearance agreement defined the default rate of interest as 24% per annum, and provided that a default on a note to Kent Carr in the amount of $750,000 would constitute a default under the note. If the Company fails to make payment in full of the amount due on or before December 31, 2010, a late charge of 10% of such payment will be added to the amount due. The Company did not repay the loan as of December 31, 2010 and is currently in default. In November 2010 and May 2011, Charter House paid interest in aggregate of $90,000 to Kent Carr on behalf of the Company, resulted in the principal amount due to Charter House amounted to $465,000 and $420,000, respectively, at September 30, 2011 and December 31, 2010.

SEAWRIGHT HOLDINGS, INC.

(a development stage company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2011~~2012

(UNAUDITED)

(2) Theodore J. Kanakis Loan Transactions

	March 31, 2012			December 31, 2011
1% per month note payable due to Theodore J. Kanakis, collateralized by land. The note is past due and the Company is in default under the terms of the note agreement.		220,680			203,235

6% per annum note payable due to related party, Next Generation Energy Corporation due March 25, 2012, uncollateralized. The note is past due and the Company is in default under the terms of the note agreement.		125,000			125,000

12% per annum (default rate 18%) note payable due to Kent Carr, originally due November 1, 2011 and extended to April 30, 2012, collateralized by land. On May 1, 2012, the Company further extended the maturity to October 30, 2012.		650,000			650,000

6% per annum note payable, due November 15, 2008, collateralized by personal guarantee of principle stockholder. The note is past due and the Company is in default under the terms of the note agreement.		47,300			47,300

Loan against cash value of principle stockholder's life insurance		20,592			20,592

Noninterest bearing note payable due to related party, Next Generation Energy Corporation, due on demand, uncollateralized		65,000			65,000
Total		2,119,472			2,104,827
Less: Note payable, current portion		(1,929,472	)		(1,914,827	)
Less: Notes payable due to related party, current portion		(190,000	)		(190,000	)
Long term portion	$	-		$	-

OnCharter ~~March~~House ~~30, 2007, Theodore J. Kanakis (“Kanakis”) loaned the Company $300,000 pursuant to an unsecured promissory note bearing interest at 7% per annum~~ and ~~due~~Pierre ~~July~~Palian 1, 2008. The Company made partial repayment of this note during the year ended December 31, 2008, with the remaining unpaid principal balance of $187,530 at December 31, 2008. On January 15, 2010, the Company entered into a settlement agreement with Kanakis with regards to the outstanding loan balance and unpaid accrued interest. In connection with the settlement, the President of Company repaid Kanakis on behalf of the Company with gold coins of his own, with a value of $105,000 agreed by Kanakis, and the remaining balance was converted to a new promissory note in the amount of $150,000. The promissory note dated January 15, 2010 was secured by a subordinate lien on certain property of the Company.Loans

OnThe ~~January 15, 2010, the~~ Company, ~~Mr.~~had ~~Kanakis~~notes ~~and~~payable ~~Mr.~~in ~~Sens~~an ~~entered~~aggregate ~~into~~amount aof ~~settlement agreement~~$993,700 ~~under~~due ~~which~~to ~~Mr.~~Charter ~~Sens~~House ~~allowed~~LLC ~~Mr.~~at ~~Kanakis~~December ~~to retain a coin collection~~31, ~~which~~2011. ~~the~~These ~~parties~~notes ~~agreed~~payable ~~and~~included ~~had~~ a ~~fair~~loan ~~value~~ of $~~105~~375,000, ~~Mr.~~that ~~Sens~~was ~~pledged~~assigned asto ~~part~~Charter ofHouse ~~the~~by ~~settlement~~Pierre ~~agreement.~~Palian Inin ~~addition,~~April ~~the Company issued Mr~~2011. ~~Kanakis~~On aMarch ~~note~~20, ~~in the amount of $150~~2012,~~000~~ ~~in settlement of~~ the Company’s ~~remaining~~entered ~~liability~~into ~~due~~a tonote ~~Mr.~~agreement ~~Kanakis.~~with ~~The~~Nova ~~note~~Capital, isLLC ~~secured~~("Nova byCapital") awhereby ~~subordinate~~Nova ~~lien~~Capital oncontemporaneously ~~certain~~entered ~~property~~into ofan ~~the~~Option ~~Company~~Agreement inwith ~~Augusta~~Charter ~~County~~House, ~~Virginia. The~~LLC, ~~note entitled the Company~~ to ~~satisfy~~purchase ~~the~~part ~~entire~~or ~~amount~~all ~~due~~of ~~under~~notes ~~the~~held ~~note~~ by aCharter ~~payment of $125~~House,~~000~~ onLLC orthat ~~before~~are ~~March~~obligations ~~30,~~of ~~2010. If~~ the ~~note is~~Company. ~~not~~The ~~paid~~Company byagreed ~~March~~that ~~30,~~all ~~2010,~~purchased ~~interest~~debt ~~began~~shall tobear ~~accrue~~an onannual ~~the~~interest ~~note at the~~ rate of 18% ~~per~~and ~~month,~~will ~~with~~be ~~monthly interest payments being~~ due onin ~~the~~full ~~5th~~with ~~day~~accrued ofinterest ~~each~~on ~~month. In~~May ~~addition~~30, ~~note~~2012. ~~provided~~Nova ~~that~~Capital if (the ~~price~~"Optionee") ofshall ~~gold~~be ~~increased~~entitled, byat ~~more~~its ~~than~~option, ~~10%~~to ~~from~~convert ~~the~~at ~~date~~any ~~of execution of the note~~time, ~~the~~any ~~principal~~portion ~~amount~~of ~~due on~~ the ~~note~~purchased ~~would~~debt ~~increase~~plus byaccrued ~~the~~interest ~~same~~to ~~percentage that~~ the ~~price~~Company's ofcommon ~~gold increased~~stock. The ~~note~~conversion ~~was~~price ~~due~~shall ~~and~~be ~~payable~~a) ~~on December 31, 2010~~$0. In001 ~~addition,~~per ~~Mr.~~share ~~Kanakis~~for ~~granted~~the ~~Mr.~~first ~~Sens an option to purchase 500~~$5,000 ~~shares~~of ~~(the~~purchased ~~“Option~~debt, ~~Shares”~~b) ~~of the Company’s common stock owned by Mr. Kanakis for~~ $~~51,000~~0.10 ~~The~~per ~~principal~~share ~~amount~~for of the ~~note~~second ~~was adjusted to~~ $~~215~~300,~~040 and $189,~~000 as of ~~September~~purchased ~~30,~~debt ~~2011~~ and ~~December~~c) ~~31,~~$0.15 ~~2010,~~per ~~respectively,~~share infor ~~accordance~~any ofremaining ~~the~~purchased ~~gold price clause~~debt. The ~~increase~~termination date of ~~$14,535 and $26,040 in~~ the ~~principal~~Option ~~amount during~~Agreement ~~the~~is ~~three~~November ~~and nine months ended September 30~~15, ~~2011 was charged to interest expense~~2012.

On January 22, 2011, the Company, Mr. Kanakis and Mr. Sens entered into an agreement, under which Mr. Kanakis agreed to convert the January 15, 2010 note and unpaid accrued interest and fees into 650,000 shares of the Company’s common stock (the “Conversion Shares”). Mr. Kanakis has the right to put the Conversion Shares back to the Company at any time from March 31, 2011 to June 30, 2011 in the event he does not receive total proceeds of $186,500 from the sale of the Conversion Shares and the Option Shares, in which event the put price for the Conversion Shares shall be the January 15, 2010 note. Mr. Kanakis had sold 100,000 of the Option Shares for $12,500, and the parties agreed as part of the settlement that he could sell the remaining Option Shares, subject to a limit price of $0.16 per share. Mr. Kanakis has a potential buyer to purchase the Conversion Shares for $110,000, and if Mr. Kanakis is not paid by the buyer of the Conversion Shares, he has the right to put his rights and claims against the buyer to the Company in lieu of the Conversion Shares. If Mr. Kanakis is able to sell the remaining Option Shares, but does not sell or receive payment for the Conversion Shares, then Mr. Kanakis may put the Conversion Shares back to the Company for the January 15, 2010 note, in which event the Company shall be entitled to a credit of $15,000 on the note. To date the 650,000 shares of common stock have not been issued to Mr. Kanakis.

None of the transactions contemplated by the January 22, 2011 agreement were completed. On June 29, 2011, the Company, Mr. Kanakis and Mr. Sens entered into a modification to the January 22, 2011 agreement. Under the modification, Mr. Kanakis agreed that he would sell the remaining Option Shares to an investor identified by Mr. Sens for $0.18 per share, or $72,000 by August 15, 2011; provided that he could sell any Option Shares on the open market at a price greater than $0.18 per share prior to such investor purchasing the Option Shares. The parties also agreed that Mr. Kanakis would sell the Conversion Shares to an investor identified by Mr. Sens for $110,000 by July 31, 2011. No shares were issued under the June 29, 2011 modification agreement and that agreement has since expired.

SEAWRIGHT HOLDINGS, INC.

(a development stage company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2011~~2012

(UNAUDITED)

During the three months ended March 31, 2012, Nova Capital purchased $2,800 of debt pursuant to the option agreement that was the obligation of the Company from Charter House LLC. On March 21, 2012, the Company issued 2,800,000 shares of its common stock to Nova Capital in exchange for the $2,800 of debt.

~~NOTE 5~~The –Company ~~PRIVATE~~evaluated ~~PLACEMENT~~the ~~AND~~original ~~CONVERTIBLE~~note ~~PROMISSORY~~agreement ~~NOTES~~with ~~PAYABLE~~Charter House LLC and the new convertible note agreement with Nova Capital, under ASC 470-50-40 “Extinguishments of Debt” (“ASC 470”). ASC 470 requires modifications to debt instruments to be evaluated to assess whether the modifications are considered “substantial modifications”. A substantial modification of terms shall be accounted for as an extinguishment. For extinguished debt, a difference between the re-acquisition price and the net carrying amount of the extinguished debt shall be recognized in income of the period of extinguishment as losses or gains. The Company determined that the change in terms pursuant to the convertible note agreement with Nova Capital met the criteria for substantial modification under ASC 470, and accordingly accounted for the modification as extinguishment of the original note, replaced by the new convertible note under the modified terms. The Company recorded a loss on extinguishment of debt of $123,200 for the three months ended March 31, 2012.

~~Private~~On ~~Placement~~March 20, 2012, the Company entered into an Assignment Agreement to assign 100% membership interest in ~~fiscal~~Seawright ~~year~~Springs, ~~2004~~LLC, a wholly owned subsidiary of the Company with substantially all of the Company's assets to Charter House LLC (the "Assignee") in exchange for an conditional agreement to forbear for a limited time pursuing certain remedies under the terms of the Charter House loans pursuant to the option agreement described above. The Charter House loans are personally guaranteed by the Company's President. An Escrow Agreement was simultaneously entered into among the parties that the Assignment Agreement is held in escrow and ~~2005~~not to release to any party unless and until the Assignee gives written notice of the termination of the Option Agreement between the Assignee and Nova Capital. And in the event that the Optionee pays the entire option price on or before the termination date, the Assignment Agreement will become null and void.

~~The~~Kanakis Company entered into a Private Placement Memorandum in August 2004 to offer up to 1,000 units at $3,000 per unit of equity/notes payable instrument. Each unit consists of 2,500 shares of common stock of the Company, $1,500 of convertible promissory notes (“Convertible Notes”), and 1 warrant to purchase 300 shares of the Company’s common stock at $0.85 per share. The Convertible Notes accrues interest at 11% per annum, payable and due in September 2009. The note holder has the option to convert any unpaid note principal and accrued interest to the Company’s common stock at a rate of $0.85 per share anytime after six months from the issuance date of the note.Settlement

AsThe ofCompany ~~December~~had ~~31,~~a ~~2005~~note payable dated January 15, ~~the~~2010 ~~Company~~due ~~received~~to ~~total~~Theodore ~~proceeds~~Kanakis in the original principal amount of $2150,~~665~~000,~~116,~~ ~~net~~which ofhad ~~placement~~an ~~costs~~adjusted ~~and~~balance ~~fees~~due of $~~331~~220,~~884~~680 and $203,235 ~~for~~at ~~999~~March ~~units~~31, ~~subscribed. Pursuant~~2012 and December 31, 2011, respectively, pursuant to the terms of the ~~Private~~note ~~Placement~~agreement.. ~~Memorandum~~On April 30, 2012, the Company ~~issued~~entered into a modification agreement with Theodore Kanakis, under which Mr. Kanakis agreed to try to sell 400,000 shares of common stock of the ~~investors~~Company ~~Convertible~~held ~~Notes~~by inhis anIRA ~~aggregate~~account at a price of $10.125 or greater per share (minimum total proceeds of $50,~~498~~000). If the shares sell for $50,~~500~~000 or more by May 30, 2012, then Mr. ~~The~~ ~~Company~~Kanakis isagreed ~~obligated~~that tohe ~~issue~~would 2accept a single payment of $70,~~497~~000,~~500~~ ~~shares~~minus the portion of ~~its~~proceeds ~~common~~from ~~stock,~~sale ~~valued~~of atshares that exceeded $150,~~563~~000,~~376,~~ to settle the ~~investors~~Company’s liability under the January 15, 2010 promissory note, provided that Mr. Kanakis receives the payment in ~~connection~~certified ~~with~~funds on or before July 15, 2012. Upon receipt of payment as described above, Mr. Kanakis will release his deed of trust lien on the ~~private~~Company’s ~~placement~~real estate. The ~~Company~~agreement ~~also~~further ~~issued~~provides tothat ~~investors~~it anwill ~~aggregate~~be ofnull ~~999~~and ~~warrants~~void in the event the Company enters into negotiations to ~~purchase~~sell ~~299,700~~the ~~shares~~real ofestate ~~common~~the ~~stock~~collateralizes asthe note before receipt of ~~December~~final ~~31,~~payment ~~2005~~on the note.

In accordance with Accounting Standards Codification subtopic 470-20, Debt With Conversions and Other Options (“ASC 470-20”), the Company allocated, on a relative fair value basis, the net proceeds amongst the common stock, convertible notes and warrants issued to the investors. As of December 31, 2005, the Company had recognized a discount to the notes in the amount of $280,207. The note discount is being amortized over the maturity period of the notes, being five years. As of December 31, 2005, the Company had recognized a total of $280,207 of the proceeds, which is equal to the intrinsic value of the imbedded beneficial conversion feature, to additional paid-in capital and a discount against the Convertible Note. The debt discount attributed to the beneficial conversion feature is amortized over the Convertible Notes’ maturity period, being five years, as interest expense.

In connection with the placement of the Convertible Notes, the Company issued detachable warrants granting the holders the right to acquire a total of 299,700 shares of the Company’s common stock at $0.85 per share as of December 31, 2005. The warrants expire five years from their issuance. As of December 31, 2005, the Company had recognized the value attributable to the warrants, being $190,143, to additional paid-in capital. The Company valued the warrants in accordance with ASC 470-20 using the Black-Scholes pricing model and the following assumptions: contractual terms of 5 years, an average risk free interest rate of 3.38%, a dividend yield of 0%, and volatility of 296%.

During the year ended December 31, 2007 the Company offered additional consideration on the convertible debt in an effort to induce conversion. The majority of converting note holders agreed to a conversion rate of one share of common stock for each $0.60 of principal and unpaid interest accrued through the closing date while the minority of converting note holders retained the original conversion rate of one share of common stock for each $0.85 of principal and unpaid interest accrued through the closing date. All converting note holders received an additional six months of interest at the rate of 11% per annum. The Company accounted for the conversion in accordance with ASC 470-20 by recognizing an expense of $1,215,417 which is equal to the excess of the fair value of the additional consideration issued pursuant to the original conversion terms. The note holders agreed to convert a total of $1,458,500 of convertible notes and accrued interest of $138,649 into 2,641,611 shares of common stock. The Company issued 2,628,204 shares of common stock as of December 31, 2007, with the remaining 13,407 shares of common stock accounted for as stock to be issued. The remaining unpaid balance of the convertible debt is $40,000 at September 30, 2011 and December 31, 2010. All debt discount and financing costs related to the convertible debt had been amortized in full upon the maturity of the debt in September 2009.

SEAWRIGHT HOLDINGS, INC.

(a development stage company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2011~~2012

(UNAUDITED)

NOTE 5 – COMMON STOCK

~~(continued)~~ The Company was incorporated under the laws of the State of Delaware on October 14, 1999 under the name of Pre-Settlement Funding Corporation. The Company has authorized 100,000 shares of preferred stock, with a par value of $0.001 per share. The Company has designated 60,000 of its preferred stock as Series A Convertible Preferred Stock. As of March 31, 2012 and December 31, 2010, the Company does not have any shares of Series A Convertible Preferred Stock issued and outstanding. The Company has authorized 19,900,000 shares of common stock, with a par value of $.001 per share. As of March 31, 2012 and December 31, 2011, there were 19,748,399 and 14,348,399 shares of common stock issued and outstanding, respectively.

~~Sisler~~In ~~Convertible~~addition to the 2,800,000 shares of common stock issued to Nova Capital as described in Note 4, the Company issued 1,300,000 shares of common stock, valued at $55,250, to a consultant in March 2011 for services to be provided through June 1, 2012. The Company charged $18,417 to operations for the three months ended March 31, 2012, and recognized prepaid service fees of $36,833, which will be amortized through June 1, 2012. During the three months ended March 31, 2012, the Company also issued an aggregate of 1,300,000 shares of common stock, valued at $55,250, to vendors to settle outstanding accounts payable of $201,546. As a result, the Company recognized $146,296 of gain from the settlement.

OnNOTE ~~October~~6 – ~~26,~~RELATED ~~2010,~~PARTY the Company issued a $20,000 convertible promissory note due April 26, 2011, unsecured. The note bears interest at a rate of 12% per annum and will be convertible into the Company’s common stock at any time after the maturity date of the note at the holder’s option, into common stock at the conversion rate of 70% of average market price fifteen trading days prior to notice of conversion.TRANSACTIONS

~~The~~Due ~~Company is in default under the terms of the notes. The Company has identified embedded derivatives related~~ to/from the convertible promissory note entered into on October 26, 2010. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of the convertible promissory note and to fair value as of each subsequent balance sheet date. At the inception of the convertible promissory note, the Company determined a fair value $38,316 of the embedded derivative. The fair value of the embedded derivative was determined using the Binomial Option Pricing Model based on the following assumptions: Officer

Dividend yield:	-0-	%
Volatility	279.98	%
Risk free rate:	0.17	%

From time to time, the Company’s President, Joel Sens, has advanced funds to the Company for working capital purposes. At times the total payment the Company repaid to the Company’s’ President and (or) the funds the President of the Company withdrew exceeded the total balance due. Consistent with ASC 505-10-45 (“Equity-Other Presentation”), the amount recorded on the balance sheet is presented as a deduction from stockholders’ equity (deficit). This is also consistent with Rule 5-02.30 Regulation S-X of the Code of Federal Regulations.

~~The~~During ~~initial fair value of~~ the ~~embedded~~three ~~debt~~months ~~derivative~~ended ofMarch ~~$38~~31,~~316~~ ~~was~~2012, ~~allocated~~the asaggregate acontribution ~~debt~~and ~~discount~~loans up to the ~~proceeds~~benefit of the ~~note~~Company ~~($20,000)~~by ~~with~~Mr. ~~the~~Sens, ~~remainder~~was ($1837,~~316)~~157, ~~charged~~which towas ~~interest~~accounted ~~expense~~ for ~~the~~as ~~year~~repayment ~~ended~~of ~~December~~due ~~31,~~from ~~2010.~~officer ~~During~~with the ~~three~~excess ~~and~~as ~~nine~~advances ~~months~~from ~~ended~~officer. ~~September~~As 30of March 31, ~~2011~~2012, the ~~Company~~balance ~~amortized~~due ~~and~~to ~~charged $Nil~~officer ~~and~~was $1225,~~747 of the debt discount to interest expense~~713.

AThe ~~summary~~Company’s ofPresident ~~convertible~~has ~~promissory~~guaranteed ~~notes~~certain ~~payable~~loans atto ~~September~~the 30Company, ~~2011~~ and/or ~~December~~pledged ~~31,~~certain ~~2010~~personal ~~are~~property asto ~~follows:~~secure loans to the Company. The President of the Company pledged certain of his personal property including common shares of the Company he owned in connection with certain loan transactions.

	September 30, 2011			December 31, 2010
Convertible notes payable (“Convertible Notes”); 11% per annum; matured in September 2009; note holder has the option to convert unpaid note principal and interest to the Company’s common stock at $0.85 per share.	$	40,000		$	40,000
Convertible promissory note – 12% per annum, due April 26, 2011, net of unamortized debt discount of $-0- and $12,747 at September 30, 2011 and December 31, 2010, respectively		20,000			7,253
Total	$	60,000		$	47,253
Less: current portion		(60,000	)		(47,253	)
Convertible Note- long term portion	$	-		$	-

Next Generation Energy Corp.

~~NOTE~~ The Company's President is an officer, a director, and a significant shareholder of Next Generation Energy Corp. (“NGEC”). As of March 31, 2012 and December 31, 2011, the Company was indebted to NGEC for $125,000 under a promissory note dated March 25, 2010, which note bears interest at 6 –% ~~DERIVATIVE~~per ~~LIABILITY~~annum and is due 24 months after the date of the note (Note 4). As of March 31, 2012 and December 31, 2011, the Company was also indebted to NGEC for an aggregate of $65,000, which loan is non-interest-bearing and due on demand (Note 4). Interest expense to related parties for the three months ended March 31, 2012 and 2011 was $1,875 and $1,875, respectively.

As described in Note 5 above, on October 26, 2010, the Company issued a 12% convertible promissory note that contained embedded derivatives. The embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments required that the Company record the derivatives at their fair values as of the inception date of the convertible promissory note in the amount of $38,316 and at fair value as of each subsequent balance sheet date. Any change in fair value was recorded as non-operating, non-cash income or expense at each reporting date. If the fair value of the derivatives was higher at the subsequent balance sheet date, the Company recorded a non-operating, non-cash charge. If the fair value of the derivatives was lower at the subsequent balance sheet date, the Company recorded non-operating, non-cash income.

SEAWRIGHT HOLDINGS, INC.

(a development stage company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2011~~2012

(UNAUDITED)

~~The~~On April 16, 2010, the Company’s ~~recorded~~wholly owned subsidiary, Knox County Minerals, LLC ("Knox Minerals") entered into an Assignment and Assumption Agreement with NGEC, under which Knox Minerals assigned all of its right, title and interest under a ~~loss~~land onpurchase ~~change~~option to NGEC. Under the Assignment and Assumption Agreement, NGEC paid Knox Minerals $600,000 in ~~fair~~the ~~value~~form of ~~derivative~~a ~~liability~~promissory ofnote payable in full in sixty months with interest at 6% per annum. The Company has not netted the $17125,~~668~~000 ~~and~~loan from NGEC against NGEC’s $24600,~~515~~000 promissory note payable to Knox Minerals because the obligations are not mutual obligations that are subject to offset under the law. Furthermore, the Company did not recognize a gain or a note receivable for the ~~three~~$600,000 promissory note due from NGEC, based on the assessment that NGEC had limited ability to repay this note and ~~nine~~that ~~months~~collection ~~ended~~could ~~September~~not 30be reasonably assured at that time the agreement was entered into. The Company determined to account for future amounts, ~~2011~~if any, that it collects from NGEC as other income only at the time such collection occurs.

~~The~~On ~~fair~~March ~~value~~6, of2012, the ~~derivative~~Company ~~liability~~received at10,000,000 ~~September~~restricted 30common shares of NGEC in full settlement of the $600,000 ~~2011~~promissory ~~was~~note ~~determined~~as ~~using~~described above. The common shares received represents approximately 30% of the ~~Binomial~~outstanding ~~Option~~shares ~~Pricing~~of ~~Model~~NGEC, ~~with~~and are accounted for using the ~~following~~equity ~~assumptions:~~method of accounting.

Dividend yield:	-0-	%
Volatility	354.01	%
Risk free rate:	0.06	%

In accordance with the equity method of accounting, the Company increases (decreases) the carrying value of its investment by a proportionate share of the investee’s earnings (losses). If losses exceed the carrying value of the investment, losses are then applied against any advances to the investee, including any commitment to provide financial support, until those amounts are reduced to zero. The equity method is then suspended until the investee has earnings. Since NGEC has negative book value, significant accumulated deficit and has not been profitable in recent years of operations, no initial value was recognized for the Company's investment in NGEC, and that the Company suspended the recording of the equity method losses as the proportionate share of net losses in NGEC exceeded the Company's original carrying value of the investment, The Company has no commitments to provide financial support or obligations to perform services or other activities for NGEC.

AtNOTE 7 ~~September~~– ~~30,~~ACCOUNTS ~~2011,~~PAYABLE ~~the~~AND ~~derivative~~ACCRUED liability valued at $25,465, the Company believes an event under the contract that would create an obligation to settle in cash or other current assets is remote and has classified the obligation as a long term liability.EXPENSES

~~NOTE~~Accounts ~~7 –~~payable ~~COMMON~~and ~~STOCK~~accrued liabilities as of March 31, 2012 and December 31, 2011 are comprised of the following:

The Company was incorporated under the laws of the State of Delaware on October 14, 1999 under the name of Pre-Settlement Funding Corporation. The Company has authorized 100,000 shares of preferred stock, with a par value of $0.001 per share. The Company has designated 60,000 of its preferred stock as Series A Convertible Preferred Stock. As of September 30, 2011 and December 31, 2010, the Company does not have any shares of Series A Convertible Preferred Stock issued and outstanding. The Company has authorized 19,900,000 shares of common stock, with a par value of $.001 per share. As of September 30, 2011 and December 31, 2010, there were 14,348,399 shares of common stock issued and outstanding.

	March 31, 2012		December 31, 2011
Accounts payable and accrued expenses	$	163,279	$	335,934
Accrued interest		567,722		477,582
Payroll taxes related liabilities		293,121		274,987
Total	$	1,024,122	$	1,088,503

~~Put~~NOTE 8 – ~~Agreement~~FAIR VALUE

OnThe ~~November~~carrying ~~10,~~value ~~2010,~~of ~~Amicus Funding~~cash, ~~Inc~~accounts ~~converted~~payable ~~$140,000 debt~~ and ~~total unpaid~~ accrued ~~interest~~expenses ofapproximate ~~$10,000~~estimated ~~into~~fair ~~375,000~~values ~~shares~~because of ~~the~~short ~~Company’s common stock~~maturities. In connection with this transaction, Amicus has the right, until March 30, 2011 (subsequently extended to December 31, 2011), to put any of the shares back to the Company for cash in the amount of $0.40 per share. The note was converted and the common shares were issued to Amicus in December 2010. As such, the Company recorded a potential liability of $150,000.

~~NOTE~~The ~~8 –~~carrying ~~RELATED~~value ~~PARTY~~of ~~TRANSACTIONS~~the derivative liability is determined using the Binomial Lattice model option pricing model. Certain assumptions used in the calculation of the derivative liability represent level-3 unobservable inputs.

~~From~~Items ~~time~~recorded ~~to time, the Company’s President, Joel Sens, has advanced funds to the Company for working capital purposes. At times the total payment the Company repaid to the Company’s’ President and (~~or) ~~the~~measured ~~funds~~at ~~the~~fair ~~President~~value ofon ~~the Company withdrew exceeded the total balance due. The Company accounted for the excess payments to the Company’s President as~~ a ~~nonreciprocal~~recurring ~~transfer~~basis toin ~~a shareholder and, accordingly, has reflected~~ the ~~overpayment~~accompanying asconsolidated afinancial ~~direct~~statements ~~reduction~~consisted of ~~additional~~debt ~~paid-in~~derivative ~~capital~~liabilities. ~~The total balance due from Mr. Sens was $214,243 at December 31, 2010.~~

During the nine months ended September 30, 2011, the aggregate contribution to the benefit of the Company by Mr. Sens, was $134,503, which was accounted for as an addition to additional paid-in capital. The total balance due from Mr. Sens was $79,741 at September 30, 2011.

The Company’s President has guaranteed certain loans to the Company, and/or pledged certain personal property to secure loans to the Company. The President of the Company pledged certain of his personal property including common shares of the Company he owned in connection with certain loan transactions.

SEAWRIGHT HOLDINGS, INC.

(a development stage company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2011~~2012

(UNAUDITED)

As of September 30, 2011 and December 31, 2010, the Company was indebted to Next Generation Energy Corp. (“NGEC”) for $125,000 under a promissory note dated March 25, 2010, which note bears interest at 6% per annum and is due 24 months after the date of the note (Note 4). In addition, as of September 30, 2011 and December 31, 2010 the Company was indebted to NGEC for $17,500 for a loan that bears interest at 6% per annum and is due on demand (Note 4). As of September 30, 2011 and December 31, 2010, the Company was indebted to NGEC for $47,500, which loan is non-interest-bearing and due on demand. In May 2010, Mr. Sens became an officer and director of NGEC, and in October 2010 became a significant shareholder of NGEC.

	Quoted Prices in Active Markets for Identical Instruments Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3			Assets at fair Value
Liabilities:
Convertible debt derivative liability	$	-	$	-	$	(34,830	)	$	(34,830	)
Total	$	-	$	-	$	(34,830	)	$	(34,830	)

~~NOTE~~The ~~9 –~~following ~~FAIR~~table ~~VALUE~~provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of March 31, 2012:

ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value:

	Convertible Debt Derivative
Balance, December 31, 2011	$	5,474
Total gains:
Initial fair value of debt derivative at note issuance
Mark-to-market at March 31, 2012:
- Debt Derivative		29,356
Balance, March 31, 2012	$	34,830

Net loss for the three months included in earnings relating to the liabilities held at March 31, 2012	$	(29,356	)

A)NOTE 9 – ~~Market~~SUBSEQUENT approach—Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. Prices may be indicated by pricing guides, sale transactions, market trades, or other sources;EVENTS

B)Kent ~~Cost~~Carr ~~approach—Based~~Loan ~~on the amount that currently would be required to replace the service capacity of an asset (replacement cost); and~~Transaction

C)At ~~Income~~March ~~approach—Uses~~31, ~~valuation~~2012, ~~techniques~~the toCompany ~~convert~~had ~~future~~outstanding ~~amounts~~note payable due to aKent ~~single~~Carr ~~present~~in the amount ~~based~~of $650,000, secured by a first lien on ~~current~~certain ~~market~~real ~~expectations~~estate ~~about~~property of the ~~future~~Company ~~amounts~~in Augusta County, Virginia (~~includes~~Note ~~present~~4). ~~value~~On ~~techniques~~May 1, ~~and~~2012, ~~option-pricing~~the ~~models)~~Company further extended the maturity of the loan to October 30, 2012. ~~Net~~As ~~present~~the ~~value~~considerations isfor anthe ~~income~~extension, ~~approach~~Charter ~~where~~House aLLC ~~stream~~paid to Kent Carr on behalf of ~~expected~~the ~~cash~~Company ~~flows~~all isaccrued ~~discounted~~interest atthrough April 30, 2012, payment of principal of $100,000, and an ~~appropriate~~extension ~~market~~fee ~~interest~~of ~~rate~~1% of the outstanding principal balance.

The Company adopted the provisions of ASC 825-10 prospectively effective as of the beginning of its Fiscal 2008. For financial assets and liabilities included within the scope of ASC 825-10, the Company will be required to adopt the provisions of ASC 825-10 prospectively as of the beginning of Fiscal 2009. The adoption of ASC 825-10 did not have a material impact on our consolidated financial position or results of operations.

The carrying value of the Company’s cash and cash equivalents, accounts receivable, accounts payable, short-term borrowings (including convertible notes payable), and other current assets and liabilities approximate fair value because of their short-term maturity.

Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of debt derivative liabilities.

SEAWRIGHT HOLDINGS, INC.

(a development stage company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

(UNAUDITED)

	Quoted Prices in Active Markets for Identical Instruments Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3			Assets at fair Value
Liabilities:
Convertible debt derivative liability	$	-	$	-	$	(25,465	)	$	(25,465	)
Total	$	-	$	-	$	(25,465	)	$	(25,465	)

The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of September 30, 2011:

	Convertible Debt Derivative
Balance, December 31, 2010	$	950
Total gains:
Initial fair value of debt derivative at note issuance
Mark-to-market at September 30, 2011:
- Debt Derivative		24,515
Balance, September 30, 2011	$	25,465
Net loss for the period included in earnings relating to the liabilities held at September 30, 2011	$	(24,515	)

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Disclosure Regarding Forward Looking Statements

This Quarterly Report on Form 10-Q includes forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (“Forward Looking Statements”). All statements other than statements of historical fact included in this report are Forward Looking Statements. In the normal course of its business, the Company, in an effort to help keep its shareholders and the public informed about the Company’s operations, may from time-to-time issue certain statements, either in writing or orally, that contain or may contain Forward-Looking Statements. Although the Company believes that the expectations reflected in such Forward Looking Statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Generally, these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of such plans or strategies, past and possible future, of acquisitions and projected or anticipated benefits from acquisitions made by or to be made by the Company, or projections involving anticipated revenues, earnings, levels of capital expenditures or other aspects of operating results. All phases of the Company operations are subject to a number of uncertainties, risks and other influences, many of which are outside the control of the Company and any one of which, or a combination of which, could materially affect the results of the Company’s proposed operations and whether Forward Looking Statements made by the Company ultimately prove to be accurate. Such important factors (“Important Factors”) and other factors could cause actual results to differ materially from the Company’s expectations are disclosed in this report. All prior and subsequent written and oral Forward Looking Statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the Important Factors described below that could cause actual results to differ materially from the Company’s expectations as set forth in any Forward Looking Statement made by or on behalf of the Company.

Plan of Operation

In 2003, we purchased property containing a spring located in Mt. Sidney, Virginia in the Shenandoah Valley with the intention of developing a spring water distribution business. The spring has a flow in excess of 1,000,000 gallons of water daily.

We chose to develop and acquire packaging for selling our water under the brand names Seawright Springs and Quibell. We developed two proprietary Polyethylene Terephthalate, or PET, bottles in a 16.9 ounce size and a 33.8 ounce size. In addition, in June 2005 we acquired from Quibell glass bottle designs for various sized bottles (including 237 ml, 385 ml, 750 ml and 1 liter sizes) as well as labels for various sized sparkling water bottles, spring water bottles and tea bottles (including 237 ml, 385 ml, 750 ml, 1 liter, 1.5 liter and 16.9 ounce bottles).

We ultimately determined that we did not have the capital resources to market and distribute our bottled water as a retail brand, and therefore we discontinued that business strategy. Our business strategy is now focused on negotiating bulk sales of our water to other bottlers, or to municipal, commercial or agricultural users. The fair value of the intangible assets acquired from Quibwell was impaired and reduced to $0 as of December 31, 2007.

We do not anticipate that our business will require substantial additional capital to the extent it involves the sale of water in bulk from our existing property, because we expect that such sales will be handled by our existing officer. However, we are also considering complimentary acquisitions of other natural resources properties, and will need to raise new capital to complete any acquisitions.

In 2008, we decided to enter the business of owning oil and gas properties, and procured an option on certain properties in Knox County, Kentucky. However, we were unable to close on the purchase and the option lapsed in 2009. In 2010, we procured a new option on the oil and gas rights underlying the same properties, and shortly thereafter assigned the option to a third party. Subsequent to the assignment of the option in 2010, the President of the Company became a significant shareholder and a director of that entity the option was assigned to. This 2010 option also lapsed later in 2010.

1615

Comparison of Financial Results

Three and ~~Nine~~ months ended ~~September~~March 3031, ~~2011~~2012 and ~~2010~~2011

Revenues

During the three ~~and nine~~ months ended ~~September~~March 3031, ~~2011and~~2012 ~~2010~~and 2011, we generated no revenues. We have discontinued trying to market our bottled water as a retail brand, and have shifted our focus to negotiating bulk sales of our water to other bottlers, or to municipal, commercial or agricultural users. Because of the change in our business strategy, we do not believe that past revenues are reflective of our future revenues.

Costs and Expenses

From our inception through ~~September~~March 3031, ~~2011~~2012, we have incurred net losses of $910,~~639~~045,~~032~~123. These losses were associated principally with maintenance and engineering costs associated with the spring site, including testing of water quality, stock issuances to our founders, legal, consulting and accounting fees and costs in connection with the development of our business plan, market research, interest and financing expenses, and the preparation of our registration statements.

We incurred operating expenses of $~~110~~109,~~740~~615 ~~and $305,684, respectively,~~ during the three ~~and nine months~~ ended ~~September~~March 3031, ~~2011~~2012 as compared to expenses of $92103,~~293~~240 ~~and $401,880, respectively,~~ during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2010~~2011. Expenses for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2011~~2012 and ~~2010~~2011 are composed principally of salary, legal, ~~and~~ accounting ~~fees~~, and consulting fees.

We incurred total other (expenses) of $~~(104~~113,~~443)~~845 ~~and $(385,986), respectively,~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2011~~2012, as compared to ~~(expenses)~~total ~~income~~other expenses of $~~(113~~188,~~149)~~465 ~~and $82,176, respectively,~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2010~~2011. Other expense in both periods was mainly attributable to interest and financing expense on borrowed funds. However, in the ~~nine~~three months ended ~~September~~March 3031, ~~2010~~2012, we ~~generated~~incurred ~~other~~a ~~income~~net gain of $~~606~~23,~~058~~096 from ~~gain on~~ settlement of debt and accounts payable. The decrease in interest and financing expenses in the three ~~and nine~~ months ended ~~September~~March 3031, ~~2011~~2012 as compared to the same ~~periods~~period ended ~~September~~March 3031, ~~2010~~2012 was mainly due to approximately $75,000 late charges incurred on January 1, 2011 upon the ~~settlement~~expiration of ~~line~~forbearance ~~of credit~~agreements inon ~~May~~certain ~~2010~~notes.

During the ~~nine months ended September 30, 2011 and 2010, we incurred net loss of $(691,670) and $(319,704), respectively. During the~~ three months ended ~~September~~March 3031, ~~2011~~2012 and ~~2010~~2011, we incurred net loss of $~~(215~~223,~~183)~~460 and $~~(205~~291,~~442)~~705, respectively.

Liquidity and Capital Resources

The following table sets forth the major sources and uses of cash for the ~~nine~~three months ended ~~September~~March 3031, ~~2011~~2012 and ~~2010~~2011:

	Nine months ended September 30,
	Three months ended March 31,
	2011			2010
	2012			2011
Net cash used in operating activities	$	~~(134,503~~-	)	$	~~(675,131~~-	)
Net cash used in investing activities		-			~~(100,000)~~-
Net cash provided by (used in) financing activities		134,503			(775,131	)
Net cash provided by financing activities		-			-
Net increase in cash and cash equivalents	$	-		$	-

As of ~~September~~March 3031, ~~2011~~2012, we had working capital deficit (total current liabilities in excess of total current assets) of ($3,~~310~~241,~~744)~~224, anno available cash balance ~~of $Nil~~, an accounts payable and accrued liabilities balance of $~~990~~1,~~696~~024,122, notes payable and convertible notes payable of $2,~~121~~179,~~815~~472, ~~and~~ other current liabilities of $~~200~~50,000, and due to officer of $25,713. The Company had no bank account at March 31, 2012 and 2011, and all operating costs and expenses were paid directly by officers or lenders.

1716

While we have raised the capital necessary to meet our working capital and financing needs in the past, additional financing is required in order to meet our current and projected cash flow deficits from operations and development. Funds will be needed to meet certain of our obligations that are secured by our property in Mt. Sydney, Virginia, and to fund general and administrative expenses. We have been working on business development in recent years to fund our cash needs from the bulk sale of our spring water, but if we are not able to negotiate a bulk sales agreement in a timely fashion, we will need to raise new capital to fund our cash needs.

If we are not successful in generating sufficient liquidity from operations or in raising sufficient capital resources on terms acceptable to us, this could have a material adverse effect on our business, results of operations, liquidity and financial condition.

Going Concern

Our financial statements have been presented on the basis that we continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, we have significant recurring losses, and have minimal revenues at this time. These factors create an uncertainty about our ability to continue as a going concern. Management is devoting substantially all of its efforts to developing its products and services and there can be no assurance that the Company's efforts will be successful. However, the planned principal operations have not commenced and no assurance can be given that management's actions will result in profitable operations or the resolution of its liquidity problems. The Company is also pursuing additional debt or equity financing through discussions with private investors. There can be no assurance that the Company will be successful in its effort to secure additional financing. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Critical Accounting Policies and Estimates

Our significant accounting policies are described in Note 1 of notes to our audited financial statements for the year ended December 31, ~~2010~~2011, which are included in our Annual Report on Form 10-K filed with the SEC. Financial Reporting Release No. 60, published by the SEC, recommends that all companies include a discussion of critical accounting policies used in the preparation of their financial statements. While all these significant accounting policies impact our consolidated financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our consolidated financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates.

We believe that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause a material effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.

Recent accounting pronouncements

Recent accounting pronouncements issued by the FASB and the SEC did not, or are not believed by management to, have a material impact on the Company's present or future consolidated financial statements.

1817

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Because the Company is a smaller reporting company, it is not required to provide the information called for by this Item.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Joel Sens, our chief executive officer and chief financial officer, is responsible for establishing and maintaining our disclosure controls and procedures. Disclosure controls and procedures means controls and other procedures that are designed to ensure that information we are required to disclose in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and to ensure that information required to be disclosed by us in those reports is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Mr. Sens evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of ~~September~~March 3031, ~~2011~~2012. Based on that evaluation and because of the Company’s limited resources and limited number of employees, it is concluded that our disclosure controls and procedures were ineffective as of ~~September~~March 3031, ~~2011~~2012.

Changes in internal controls

There were no changes in our internal controls over financial reporting that occurred during the quarter ended ~~September~~March 3031, ~~2011~~2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. ~~OTHER INFORMATION.~~

OTHER INFORMATION.

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS.

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

~~None~~During the three months ended March 31, 2012, the Company issued 2,800,000 shares of common stock in conversion of a note payable. The shares were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

At ~~September~~March 3031, ~~2011~~2012, the Company was in default under certain loan agreements as described in Note 54 to its unaudited consolidated financial statements.

ITEM 4. ~~(REMOVED~~MINE ~~AND~~SAFETY ~~RESERVED)~~DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

1918

ITEM 6. EXHIBITS.

31	Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934
32	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS	XBRL Instance Document
101.SCH	XBRL Schema Document
101.CAL	XBRL Calculation Linkbase Document
101.DEF	XBRL Definition Linkbase Document
101.LAB	XBRL Label Linkbase Document
101.PRE	XBRL Presentation Linkbase Document

2019

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SEAWRIGHT HOLDINGS, INC.
Date: January 20, 2012	/s/ Joel Sens
Date: May 25, 2012	/s/ Joel Sens
	By: Joel Sens, Chief Executive Officer (principal executive officer, and principal financial and accounting officer)

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