UNITED STATES
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) - January 29, 2007
Commission File Number: 000-32745
SHEARSON FINANCIAL NETWORK
(Exact name of registrant as specified in its charter)
Nevada | 88-0471353 |
| (State or jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
2470 St. Rose Parkway, Suite 314
Henderson, Nevada 89074
(Address of principal executive offices, including zip code)
(702) 868-7900
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| £ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| £ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| £ | Precommencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| £ | Precommencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
SHEARSON FINANCIAL NETWORK, INC.
Item 1.01 | Entry into a Material Definitive Agreement |
On January 29, 2007, Shearson Financial Network, Inc., (“Company”), entered into a Promissory Note Conversion Agreement, (the “Agreement”) with La Jolla Cove Investors, Inc., (“LJCI”). The parties have no material relationship with the Company or its affiliates other than in respect to the material definitive agreement.
The Company entered into a certain unsecured promissory note on June 1, 2004, which bears interest at 10% per annum, with an individual. As of January 29, 2007, the balance of said note with accrued interest was $141,780.03.
On January 29, 2007, the individual assigned said note to LJCI. The Company entered into a Promissory Note Conversion Agreement with LJCI. LJCI agrees to convert said note for the total consideration of $141,780.03, into shares of common stock of the Company, within 60 days of the date of this agreement, upon notice to convert. The Company will issue shares of its common stock equal to the dollar amount of the Promissory Note being converted divided by the Conversion Price. The conversion price shall be equal to 82% of the average of the volume weighted average price of the shares of the Company’s common stock during the five trading days prior to LJCI’s election to convert. Upon the conversion of the full and total balance of the note, $141,780.03, no further rights shall exist under the note with the respect to the collection of interest or any other amounts due of the note, by the holder thereof.
Item 9.01 | Financial Statements, Financial Information and Exhibits. |
10.29 Promissory Note Conversion Agreement, dated January 29, 2007.
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 duly authorized.
| Date: February 26, 2007 | SHEARSON FINANCIAL NETWORK |
| | |
| | By: /s/ Michael A. Barron | |
| | Michael A. Barron |
| | Chief Executive Officer and President |
