SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 8-K

CURRENT REPORT ~~PURSUANT~~

TOPursuant ~~SECTION~~to Section 13 OR 15 (Dd) OFof ~~THE~~the Securities Exchange Act of 1934

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1934~~of earliest event reported): October 8, 2008

~~June~~Shearson Financial 19Network, ~~2008~~ Inc.

Commission File Number: 000-32745

SHEARSON FINANCIAL NETWORK

(Exact name of registrant as specified in its charter)

Nevada	000-32745	88-0471353
(State or jurisdiction of incorporation or organization)		(IRS Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

921 Front Street~~, San Francisco, California 94111~~

~~(Address~~San ~~of principal executive offices~~Francisco, ~~including zip code)~~California 94111

~~415-~~(Address ~~296-5127~~of principal executive offices and Zip Code)

(Registrant's telephone number, including area code (415) 296-5127

Copies to:

Stephen M. Fleming, Esq.

Law Offices of Stephen M. Fleming PLLC

110 Wall Street, 11th Floor

New York, New York 10005

~~Phone~~Telephone: (516) 833-5034

Fax: (516) 977-1209

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 (see General Instruction A.2. below):

£ 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~~Item 1.~~03 BANKRUPTCY OR~~01 ~~RECEIVERSHIP~~Entry into a Material Definitive Agreement.

~~On June~~Item ~~16, 2008, Shearson Financial Network, Inc~~2.03 ~~(the~~Creation ~~"Company")~~of ~~filed~~ a ~~voluntary petition~~Direct ~~under~~Financial ~~Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court located in Law Vegas, Nevada (the " Bankruptcy Court")~~Obligation. The Company's case is No. 08-16350. The Company is continuing to manage its affairs as debtor in possession. The Company elected to seek bankruptcy protection to protect and preserve their assets for the benefit of creditors and stockholders and is currently evaluating the alternatives to maximize the value of its assets.

~~ITEM 2~~Item 3.~~04 TRIGGERING~~02 ~~EVENTS~~Unregistered ~~THAT~~Sales ~~ACCELERATE~~of ~~OR INCREASE~~Equity ~~A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT~~Securities.

~~The~~On August ~~filing~~11, of2008, ~~the~~Shearson ~~Bankruptcy~~Financial ~~Court~~Network, ~~described in Item 1~~Inc.03 ~~above~~(the ~~constituted~~"Company"), anentered ~~event~~into and ofclosed ~~default~~that orcertain ~~otherwise~~Security ~~triggered~~Agreement ~~repayment~~(the ~~obligations~~"DIP ~~under~~Security ~~agreements~~Agreement") ~~between the~~with ~~Company and~~ AJW Partners, LLC, AJW ~~Offshore~~Master Fund, ~~Ltd~~ltd., ~~AJW Qualified Partners, LLC~~ and New Millennium Capital Partners, ~~II,~~ LLC (the “DIP Funders”) as approved by the United States Bankruptcy Court for the District of Nevada (the “Order”). ~~according~~Pursuant to the Order and the DIP ~~callable~~Security ~~secured~~Agreement, ~~convertible~~the ~~notes~~Funders ~~issued~~have agreed to ~~such~~provide ~~investors~~the asCompany ~~well~~with financing asin ~~certain of~~the amount up to $500,000 and the Company’s ~~other~~agreed ~~financial~~to ~~obligations~~issue Senior Secured Superpriority Debtor-In-Possession Callable Secured Convertible Notes (the “DIP Notes”) in an aggregate amount up to $500,000. AsIn aorder ~~result~~to induce ofthe DIP Funders to purchase the DIP Notes, the Company has agreed to ~~event~~grant to the DIP Funders a first priority security interest in certain property of ~~default~~the Company to secure the prompt payment, ~~all~~performance ~~debt~~and ~~outstanding~~discharge ~~under~~in full of all of the ~~callable~~Company’s ~~secured~~obligations ~~notes~~under ~~became~~the DIP Notes. In ~~automatically~~accordance ~~and~~with ~~immediately~~the ~~due~~DIP ~~and~~Security ~~payable~~Agreement, ~~subject~~the toCompany ~~the~~received ~~application~~$175,000 ofon ~~applicable~~August ~~bankruptcy~~12, ~~law~~2008 and an additional $150,000 on October 17, 2008.

~~Item~~The DIP ~~9.01 Financial~~Notes ~~Statements~~mature on the earlier of November 15, 2008, the date that the reorganization plan becomes effective or the upon an event of default (the "Maturity Date") and ~~Exhibits~~interest associated with the DIP Notes is 8% per annum, which is payable upon maturity.

Exhibit No.		Exhibit Name
99.1		Press Release

The Company may prepay the DIP Notes in the event that no event of default exists, there are a sufficient number of shares available for conversion of the DIP Notes and the market price is at or below $0.05 per share. The full principal amount of the DIP Notes is due upon default under the terms of the DIP Notes.

The DIP Notes are convertible into our common stock, at the DIP Funders’ option, at a conversion price, equal to 50% of the average of the three lowest intraday trading prices for our common stock during the 20 trading days before, but not including, the conversion date (the “Variable Conversion Price”). As of August 26, 2008, the average of the three lowest intraday trading prices for our common stock during the preceding 20 trading days as reported on the Pinksheets was $.0002 and, therefore, the Variable Conversion Price for the DIP Notes was $.0001. Based on this conversion price, the DIP Notes in the amount of $500,000, excluding interest, are convertible into 5,000,000,000 shares of our common stock.

The Company's Articles of Incorporation currently allow for issuance of a maximum of 500,000,000 shares of common stock. Currently, the Company has approximately 4,689,988 shares outstanding, leaving an unissued balance of authorized shares that is not sufficient to service the maximum requirements of the DIP Notes. In the event we are unable to obtain an increase in our authorized common stock, we will be required to repay the DIP Notes and we will be subject to penalties associated with such failure to deliver shares of common stock upon conversion of the DIP Notes as well as prepayment penalties.

The DIP Funders have contractually agreed to restrict their ability to convert the DIP Notes and receive shares of our common stock such that the number of shares of the Company’s common stock held by the DIP Funders after such conversion does not exceed 4.9% of the Company’s then issued and outstanding shares of common stock.

The Company claims an exemption from the registration requirements of the Act for the private placement of these securities pursuant to Section 4(2) of the Act and/or Regulation D promulgated thereunder since, among other things, the transaction did not involve a public offering, the DIP Funders is an accredited investor, the DIP Funders have access to information about the Company and its investment, the DIP Funders took the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities.

Item 9.01 Financial Statements and Exhibits.

(a)

Financial statements of business acquired.

Not applicable.

(b)

Pro forma financial information.

Not applicable.

(c)

Shell Company transactions.

Not applicable.

(d)

Exhibits.

Exhibit Number	Exhibit Description
4.1	Security Agreement entered with AJW Partners, LLC, AJW Master Fund, ltd. and New Millennium Capital Partners, LLC dated August 2008 (1)
4.2	Form of Superpriority Debtor-In-Possession Callable Secured Convertible Notes (1)
99.1	Press Release (1)

(1) Incorpoarted by reference to the Form 8K Current Report filed with the Securities Exchange Commission on August 28, 2008

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 ~~thereto~~hereunto duly authorized.

Date: June 19, 2008	SHEARSON FINANCIAL NETWORK
		Shearson Financial Network, Inc.
	By: /s/Harry R. Kraatz
Date: October 23, 2008		/s/ Harry R. Kraatz
	~~Harry R. Kraatz~~	Harry R. Kraatz
	~~Chief Executive Officer and Chairman~~	Chief Executive Officer and Chairman

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