SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~June~~December 621, 2011

~~Brownshire~~BROWNSHIRE ~~Holdings~~HOLDINGS, ~~Inc~~INC.

(Exact Name of Registrant as Specified in Charter)


Nevada	000-52266	20-4617652
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


10939 N. Alpine Hwy, PMB 114, Highland, UT	84003
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (801) ~~636~~216-~~0001~~4500

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

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 41.01

~~Changes~~Entry ininto ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant~~Definitive Agreement.

On December 21, 2011, Brownshire Holdings, Inc. (athe “Company”) issued a $15,000 unsecured promissory demand note to Joseph Nemelka. This note reflects the amount of a cash advance to the Company by Mr. Nemelka, a director of the Company. The unsecured promissory note bears interest at 8% per annum commencing on December 21, 2011, and is due and payable on December 31, 2013, or immediately upon a change of control. Upon the occurrence of any event of default, the holder of the note may declare the unpaid principal amount of the note and interest thereon immediately due and payable. Events of default shall include default in repayment of the note, voluntary bankruptcy or reorganization of the Company.

~~Effective~~Item ~~June 6, 2011, we dismissed Sherb & Co~~2., LLP (“Sherb”) as our independent accountant. The reports of Sherb on our financial statements for the fiscal years ended December 31, 2007 and 2006 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that the audit report of Sherb dated March 26, 2008, on our financial statements for the years ended December 31, 2007 and 2006 contained a “going concern” paragraph. Our Board of Directors approved the dismissal on June 6, 2011. In connection with our audits for its two fiscal years ended December 31, 2007 and 2006, and for the period up to the date of dismissal, we have had no disagreements with Sherb on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Sherb, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report on our financial statements for such years. We have provided Sherb a copy of this report and requested that it furnish us with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of the letter is included as an exhibit to this report.03

~~(b)~~Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

WeIn ~~engaged~~response ~~Haynie~~to &this ~~Company~~item, ~~(“Haynie”)~~see asthe ~~our~~disclosure ~~new~~under ~~independent~~Item ~~accountants effective June 6, 2011~~1. ~~During~~01 ~~our two fiscal years ended December 31, 2007 and 2006, and through the date~~ of this report, ~~neither~~which ~~we,~~is ~~nor~~incorporated anyone on our behalf, has consulted with Haynie regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on our financial statements, and either a written report was provided to us or oral advice was provided that the new accountant concluded was an important factor considered by usreference ininto reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in paragraph 304(a)(1)(iv) of Regulation S-K and the related instructions to this ~~item)~~Item ~~or a reportable event (as described in paragraph 304(a)(1)(v) of Regulation S-K)~~2. 03.

~~Item 9.01~~SIGNATURES

~~Financial~~Pursuant ~~Statements~~to ~~and~~the ~~Exhibits~~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.

Item No.	Description
16.1	Letter dated June 6, 2011, from Sherb & Co., LLP

Brownshire Holdings, Inc.

~~SIGNATURES~~Date: December 22, 2011

~~Pursuant~~By to/s/ ~~the~~Steven ~~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~~G. Black

~~Brownshire~~ Steven ~~Holdings~~G. Black, ~~Inc.~~President

~~Date: June 6, 2011~~2

By /s/ Steven G. Black

Steven G. Black, President

Filing Compare · Brownshire Holdings, Inc.