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
June 19, 2008
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.) |
921 Front Street, San Francisco, California 94111
(Address of principal executive offices, including zip code)
415- 296-5127
(Registrant's telephone number, including area code)
Copies to:
Stephen M. Fleming, Esq.
Law Offices of Stephen M. Fleming PLLC
110 Wall Street, 11th Floor
New York, New York 10005
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:
£ 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 1.03 BANKRUPTCY OR RECEIVERSHIP
On June 16, 2008, Shearson Financial Network, Inc. (the "Company") filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court located in Law Vegas, Nevada (the " Bankruptcy Court"). 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.
The filing of the Bankruptcy Court described in Item 1.03 above constituted an event of default or otherwise triggered repayment obligations under agreements between the Company and AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners, LLC and New Millennium Capital Partners, II, LLC according to the callable secured convertible notes issued to such investors as well as certain of the Company’s other financial obligations. As a result of the event of default, all debt outstanding under the callable secured notes became automatically and immediately due and payable, subject to the application of applicable bankruptcy law.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | | Exhibit Name |
| | | |
| | Press Release |
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: June 19, 2008 | SHEARSON FINANCIAL NETWORK |
| | |
| | By: /s/Harry R. Kraatz |
| | Harry R. Kraatz |
| | Chief Executive Officer and Chairman |
