UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) of ~~the Securities Exchange Act of 1934~~

~~Date of~~The ~~Report~~Securities ~~(Date~~Exchange Act of ~~earliest event reported): October 8, 2008~~1934

~~Shearson Financial~~March ~~Network~~12, ~~Inc.~~2009

Date of Report (date of earliest event reported)

SHEARSON FINANCIAL NETWORK, INC.

(Exact name of registrant as specified in its charter)

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

~~921~~129 Great ~~Front~~Circle ~~Street~~Drive, Mill Valley, California 94941

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

~~(Address of principal executive offices and Zip Code)~~415-388-1500

(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

~~Telephone~~Phone: (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)~~provisions:

£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~ ITEM 1.0103. BANKRUPTCY ~~Entry~~OR ~~into a Material Definitive Agreement~~RECEIVERSHIP.

~~Item~~On June 16, 2008 (the “Petition Date”), Shearson Financial Network, Inc. (the "Company") filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code (“Bankruptcy Code”) in the United States Bankruptcy Court located in Las Vegas, Nevada (the "Bankruptcy Court"). The Company's case 2is No.03 08-16350. Since ~~Creation~~the Petition Date, the Company has managed its affairs as debtor in possession. The Company elected to seek bankruptcy protection to protect and preserve their assets for the benefit of aall ~~Direct~~stakeholders ~~Financial~~and ~~Obligation~~is currently evaluating alternative business models to maximize the value of its assets.

~~Item 3~~On March 10, 2009, the Bankruptcy Court entered an order (the “Confirmation Order”) approving and confirming the First Amended Plan of Reorganization (as confirmed, the “Plan”) of the Company.02 The ~~Unregistered~~effective ~~Sales~~date of ~~Equity~~the ~~Securities~~Plan was May 7, 2009. (the “Effective Date”) . The company is in the process of applying for a new stock symbol. The ticker symbol for the new common stock will not end in "Q".

OnThe ~~August 11,~~following ~~2008,~~is ~~Shearson~~a ~~Financial~~summary ~~Network,~~of ~~Inc. (~~the ~~"Company"),~~material ~~entered~~terms ~~into~~of ~~and closed that certain Security Agreement (~~the ~~"DIP Security Agreement") with AJW Partners~~Plan, ~~LLC, AJW Master Fund, ltd. and New Millennium Capital Partners, LLC (the “DIP Funders”)~~ as ~~approved~~confirmed by the ~~United States~~ Bankruptcy Court ~~for the District of Nevada (the “Order”)~~. ~~Pursuant~~The tosummary ~~the~~highlights ~~Order~~only ~~and~~certain ~~the~~provisions ~~DIP Security~~of ~~Agreement,~~ the ~~Funders~~Plan ~~have agreed to provide the Company with financing in the amount up to $500,000~~ and ~~the~~is ~~Company~~not ~~agreed~~a tocomplete ~~issue~~description. This ~~Senior Secured~~summary ~~Superpriority~~is ~~Debtor-In-Possession~~qualified ~~Callable Secured Convertible Notes (the “DIP Notes”)~~ in anits ~~aggregate~~entirety ~~amount~~by upreference to ~~$500,000. In order to induce~~ the ~~DIP~~full ~~Funders~~text toof ~~purchase~~ the ~~DIP Notes~~Plan, which ~~the Company~~ has ~~agreed~~been ~~to grant~~filed towith the ~~DIP~~United ~~Funders~~States aBankruptcy ~~first~~Court ~~priority security interest~~ in ~~certain~~Las ~~property of the Company to secure the prompt payment~~Vegas, ~~performance~~Nevada and ~~discharge~~will inbe ~~full of~~later ~~all~~filed ofby ~~the~~amendment ~~Company’s~~as ~~obligations~~Exhibit ~~under the DIP Notes~~99.1. ~~In accordance~~Capitalized ~~with~~terms ~~the~~used ~~DIP~~but ~~Security~~not ~~Agreement,~~defined ~~the~~herein ~~Company~~shall ~~received~~have ~~$175,000~~the ~~on August~~meaning ~~12,~~set ~~2008~~forth ~~and~~in anthe ~~additional $150,000 on October 17, 2008~~Plan.

~~The~~Material ~~DIP Notes~~Features ~~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 interest associated with the DIP Notes is 8% per annum, which is payable upon maturity.~~Plan:

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

~~The~~All ~~DIP Notes~~Claims ~~are~~of ~~convertible~~Creditors ~~into~~and ~~our common stock, at~~ the ~~DIP~~holders ~~Funders’ option, at a conversion price, equal to 50%~~ of ~~the~~Equity ~~average~~Securities ~~of the three lowest intraday trading prices for our common stock during the 20 trading days before, but not including, the conversion date~~ (~~the~~except ~~“Variable~~Administrative ~~Conversion~~Claims ~~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,~~Priority ~~the~~Tax ~~Variable~~Claims) ~~Conversion~~are ~~Price~~placed ~~for the DIP Notes was $.0001. Based on this conversion price, the DIP Notes~~ in the ~~amount~~Classes ofset ~~$500,000, excluding~~forth ~~interest, are convertible into 5,000,000,000 shares of our common stock.~~below:

~~The Company's~~· ~~Articles~~Class of1 ~~Incorporation~~— ~~currently~~NIR ~~allow~~Group ~~for~~Debentures ~~issuance~~Claims: ofUpon athe ~~maximum~~Effective ~~of 500~~Date,~~000,000~~ ~~shares~~the ofNIR ~~common~~Group ~~stock.~~Debentures ~~Currently~~Claims, and the ~~Company~~accompanying ~~has~~Registration ~~approximately 4~~Rights Agreement,~~689,988~~ ~~shares~~shall ~~outstanding~~be reinstated, ~~leaving~~pursuant anto ~~unissued~~the ~~balance~~terms of ~~authorized~~the ~~shares that~~NIR isDebentures ~~not~~Documents, ~~sufficient~~the topost-petition ~~service~~loan documents accompanying the ~~maximum~~DIP ~~requirements~~Order, ofand Takeout Financing, as may be modified by any post-effective date amendments by the ~~DIP~~NIR ~~Notes~~Group and Reorganized Debtor. ~~In the~~The ~~event~~NIR weGroup ~~are~~shall ~~unable~~retain, and to ~~obtain~~the anextent ~~increase~~necessary be granted, a lien upon the NIR Group Collateral and the collateral securing any pre-petition liens of holders of Allowed Secured Claims described in ~~our~~Section ~~authorized~~4.2 ~~common~~of ~~stock~~the Plan, ~~we will~~until bethe ~~required~~allowed toNIR ~~repay~~Group ~~the~~Debentures ~~DIP~~Claims ~~Notes~~are ~~and~~paid wein ~~will~~full. Additionally, the NIR Group shall be ~~subject~~allowed to ~~penalties associated~~exercise ~~with~~any ~~such~~conversion ~~failure~~rights toin ~~deliver~~the ~~shares~~NIR ofDebenture ~~common~~Documents, ~~stock~~the ~~upon~~post-petition ~~conversion of~~loan documents accompanying the DIP ~~Notes~~Order, asand ~~well~~Takeout Financing as ~~prepayment~~it ~~penalties~~relates to Reorganized Shearson and shares of stock of Reorganized Shearson.

~~The~~· ~~DIP Funders~~Class ~~have~~2 ~~contractually~~— Other Secured Claims: Each holder of an Allowed Secured Claim in Class 2 shall receive one(1) of the following alternative treats at the option of the Debtor and/or Reorganized Debtor: (i) On the initial Distribution Date, or on such other date thereafter as agreed to ~~restrict~~by ~~their~~the ~~ability~~holder or such Claim and Debtor or Reorganized Debtor, as the case may be, shall abandon the collateral securing such claim to ~~convert~~the holder thereof in full satisfaction in release of such Claim; or (ii) On the ~~DIP Notes~~initial ~~and~~Distribution Date, the holder of such Claim shall receive, ~~shares~~on account of ~~our~~such ~~common~~Claim, ~~stock~~Cash equal to its Allowed Secured Claim in full satisfaction in release of such ~~that~~Allowed Secured Claim; or (iii) On the ~~number~~Distribution Date, the holder of ~~shares~~such Claim shall receive on account of ~~the~~ ~~Company’s~~such ~~common~~Claim, ~~stock~~eq8uity ~~held~~in byReorganized Debtor (with such equity to come from the ~~DIP~~shares ~~Funders~~to ~~after~~Kraatz ~~such~~pursuant ~~conversion~~to ~~does~~ Section 5.1(i), and not ~~exceed~~from 4the 7.95% ofto Class 5), in an amount mutually agreeable between the ~~Company’s~~holder ~~then~~of ~~issued~~such Claim and ~~outstanding~~Debtor, ~~shares~~in full satisfaction in release of ~~common stock~~such Allowed Secured Claim; or (iv) on the Effective Date, to the extent there is a dispute in priority of Secured Claims, a determination shall be made by a court of competn3ent jurisdiction as to the extent and priority of competing Secured Claims under applicable non-bankruptcy law.

~~The Company~~· ~~claims~~Class an3 ~~exemption~~– ~~from~~IRS ~~the~~Priority ~~registration~~Claims: ~~requirements~~The ofIRS ~~the~~Priority ~~Act~~Claim, ~~for the~~if ~~private~~any, ~~placement~~shall ofbe ~~these~~paid ~~securities~~in ~~pursuant~~60 toequal ~~Section~~monthly ~~4(2)~~payments ofcommencing on the ~~Act and/or~~latest ~~Regulation~~of D(i) ~~promulgated~~Distribution ~~thereunder since~~Date, ~~among~~(ii) ~~other~~such ~~things,~~date ~~the transaction~~as ~~did~~by ~~not~~be ~~involve~~filed aby ~~public offering,~~ the ~~DIP~~Bankruptcy ~~Funders~~Court is(iii) ~~an accredited investor,~~ the ~~DIP~~tenth ~~Funders~~(10th) ~~have~~Business ~~access~~Day toafter ~~information~~such ~~about~~Claim ~~the~~is ~~Company~~Allowed ~~and~~or ~~its investment,~~(iv) ~~the~~such ~~DIP~~date ~~Funders~~as ~~took~~ the ~~securities~~holder ~~for~~of ~~investment~~such ~~and~~Claim ~~not resale,~~ and ~~the~~Reorganized ~~Company~~Debtor ~~took~~have ~~appropriate~~agreed ~~measures~~or toshall ~~restrict the transfer of the securities~~agree.

~~Item 9.01~~· ~~Financial~~Class ~~Statements~~4 – Secured Tax Claims: Each Allowed Secured Tax Claim shall be paid in full by the Reorganized Debtor upon the latest of (i) the Initial Distribution Date, (ii) such date as by be filed by the Bankruptcy Court (iii) the tenth (10th) Business Day after such Claim is Allowed, (iv) the date on which such Secured Tax Claim is scheduled to be paid under applicable law or regulation or (v) such date as the holder of such Claim and ~~Exhibits~~Debtor, and after the Effect Date, the Reorganized Debtor, shall agree.

(· Class 5 – General Unsecured Claims: Except to the extent that a) ~~Financial~~Creditor ~~statements~~with ofan ~~business~~Allowed ~~acquired.~~Claim agrees to less favorable treatment, each Creditor with an Allowed Claim in Class 5 shall receive Distributions as follows:

~~Not applicable~~o Initial Distribution – Each Creditor with an Allowed General Unsecured Claim as of the Initial Distribution Date that will on such date be paid its Pro Rata share of the Initial Distribution Amount. In addition, the holders of Allowed General Unsecured Claims shall recover their pro rata share of 7.5% of the newly Authorized Stock.

~~(b)~~o ~~Pro~~Subsequent ~~forma financial information.~~Distributions

~~Not applicable~~§ On each such subsequent Distribution Date, all Creditors will Allowed General Unsecured Claims which were not, on the immediately preceding Distribution Date, Allowed Claims, shall receive a Distribution of sufficient Available Cash to bring them into a Pro Rata position, vis-à-vis all other Creditors with Allowed General Unsecured Claims.

~~(c)~~§ ~~Shell~~On ~~Company~~each ~~transactions~~Distribution Date other than the Initial Distribution Date, after giving effect to the Distributions to be made pursuant to paragraph above, the Reorganized Debtor shall distribute all Available Cash, Pro Rata, to Creditors with Allowed General Unsecured Claims.

~~Not applicable~~§ On the Final Distribution Date, to the extent of Available Cash, the Reorganized Debtor shall distribution, Pro Rata, to Creditors with Allowed General Unsecured Claims, interest from the Petition Date at the Federal Judgment Rate.

~~(d)~~· ~~Exhibits.~~Class 6 – Subordinated Unsecured Claims: Except to the extent that a Creditor with an Allowed Claim agrees to less favorable treatment, each Creditor with an Allowed Claim in Class 6 shall receive Distributions as follows:

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)

Initial Distribution – Each Creditor with an Allowed Subordinated Unsecured Claim as of the Initial Distribution Date that will on such date be paid its Pro Rata share of the Initial Distribution Amount.

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

On each such subsequent Distribution Date, all Creditors will Allowed Subordinated Unsecured Claims which were not, on the immediately preceding Distribution Date, Allowed Claims, shall receive a Distribution of sufficient Available Cash to bring them into a Pro Rata position, vis-à-vis all other Creditors with Allowed General Unsecured Claims.

On each Distribution Date other than the Initial Distribution Date, after giving effect to the Distributions to be made pursuant to paragraph above, the Reorganized Debtor shall distribute all Available Cash, Pro Rata, to Creditors with Allowed Subordinated Unsecured Claims.

On the Final Distribution Date, to the extent of Available Cash, the Reorganized Debtor shall distribution, Pro Rata, to Creditors with Allowed Subordinated Unsecured Claims, interest from the Petition Date at the Federal Judgment Rate.

Class 7 — Equity Securities: On the Effective Date, other than the NIR Debentures, the Equity Securities of the Debtor shall be cancelled and holders of Equity Securities shall receive nothing.

Capitalization of the Company

On the Effective Date, Reorganized Shearson amended the certificate of incorporation to authorize newly authorized capital in the amount of 300,000,000 shares which shall constitute the Newly Authorized Stock. On the Effective Date, or as soon thereafter as practicable, from the Newly Authorized Stock, Reorganized Shearson shall issue 10,000,000 shares to effectuate the following capital structure: (i) on account of the Kraatz Payment, to Harry Kraatz – 92.5%; (ii) Class 5 – General Unsecured Creditor Claims – 7.5%.

The foregoing information is a summary of each of the agreements or other documents involved in the transactions described above, is not complete, and is qualified in its entirety by reference to the full text of those agreements, each of which is attached an exhibit to this Current Report on Form 8-K. Readers should review those agreements and other documents for a complete understanding of the terms and conditions associated with this transaction.

Item 9.01

Financial Statements and Exhibits

Exhibit Number		Description

99.1		First Amended Plan of Reorganization under Chapter 11 of the Bankruptcy Code (as confirmed). To be filed by amendment and currently on file with the United States Bankruptcy Court, Las Vegas, Nevada.

99.2		Press Release Dated May 12, 2009

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Shearson Financial Network, Inc.
	SHEARSON FINANCIAL NETWORK, INC.
Date: October 23, 2008		/s/ Harry R. Kraatz
Date: May 12, 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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