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 31, 2009
TENSHON, INC. "fka Shade Down Under, Inc." (Exact name of registrant as specified in its charter)
Nevada	333 – 151179	59 – 3842098
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
8490 South Power Road Suite 105-179 Gilbert, Arizona 85297 (Address of principal executive office)
(480) 663-3166 (Registrant’s telephone number, including area code)
Shade Down Under, Inc. "fka Shade Down Under, Inc." (Former name)
428 S. Gilbert Rd., Ste. 109 Gilbert, Arizona 85296 (480) 733-6700 (Former address, former telephone number, and former fiscal year, if changed since last report)

UNITED STATES

1SECURITIES 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 30, 2009

TENSHON, INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction

of incorporation)

333–151179

(Commission

File Number)

59–3842098

(IRS Employer

Identification No.)

8490 South Power Road Suite 105-179, Gilbert, Arizona 85297

(Address of principal executive offices) (Zip Code)

(480) 663-3166

Registrant’s telephone number, including area code

Not applicable

(Former name or former address, if changed since last report)

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):

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

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

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

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

~~ITEM~~Item 51.0201 Entry –into ~~DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;~~a ~~APPOINTMENT~~Material OFDefinitive ~~CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.~~Agreement

~~Mr.~~On June ~~Nathaniel~~30, ~~Allen~~2009, ~~resigned~~Tenshon, onInc. ~~January~~(“we,” 31“us,” ~~2009~~or as“our”) anagreed ~~Officer,~~to ~~but~~sell ~~remains~~all ~~as a Director~~ of ~~the~~our ~~Company.~~assets and On37,200,000 ~~the~~shares ~~same~~of ~~day,~~common ~~the~~stock ~~Board~~to ofour ~~Directors~~largest ~~elected~~stockholder, ~~Matthew~~Allen Dickerson, asLtd., ain ~~Director~~exchange ~~and~~for athe ~~new~~assignment ~~President~~of ~~and~~a ~~Secretary.~~majority ~~The~~of ~~new~~our ~~President is~~outstanding ~~Matthew~~debts ~~Dickerson~~or &$40,000. Allen ~~the~~Dickerson, ~~new Secretary is Todd Sarager~~Ltd. ~~Matthew~~ is aowned ~~graduate of~~by ~~the~~two ~~Boyd School~~ of ~~Law~~our directors: ~~and~~Nathaniel ~~has~~Allen ~~successfully owned~~ and ~~operated~~Matthew ~~several businesses~~Dickerson. The ~~Todd~~sale ~~brings~~was approved by a ~~well~~majority ~~versed~~of ~~financial~~disinterested ~~background~~stockholders. The toAsset ~~the company as a~~Sale ~~graduate~~and ofDebt ~~Arizona~~Assignment ~~States’~~Agreement ~~accounting~~is ~~program,~~attached ~~with~~herewith ~~years~~as ~~of experience working~~Exhibit ~~for a large construction company in Phoenix, Arizona~~10.1.

~~Item~~The assets 8we sold were sewing machines and fabric suitable for use in the fabrication of shade sails.~~01 ̶ OTHER~~ We ~~EVENTS~~had purchased these assets in an attempt to begin manufacturing our own shade sails. However, in the climate associated with the nationwide economic downturn, we have been unsuccessful in raising sufficient capital to pursue a shade sail fabrication business and determined that selling those assets and assigning $40,000 of our liabilities would be improve our ability to pursue the business of reselling pre-manufactured shade sails.

~~On March~~Item ~~20, 2009, Tenshon, Inc, formerly Shade Down Under, Inc~~3.~~, relocated its~~02 Unregistered ~~corporate~~Sales ~~offices.~~of ~~This~~Equity ~~relocation will not impede current business operations. The new address and contact information is: Tenshon, Inc., 9490 S. Power Rd., Ste. 105-179, Gilbert, Arizona 85297, (480) 663-3166.~~Securities

~~On March~~In 25connection with the sale of assets and assignment of liabilities, ~~2009~~we sold 37, ~~Tenshon~~200,000 ~~Inc~~shares of our common stock to Allen Dickerson, Ltd. The sale ~~issued~~of athe ~~press~~stock ~~release~~is ~~announcing~~also ~~that~~in ~~they~~recognition ~~had~~and payment of compensation for ~~changed~~services ~~their~~valued ~~name~~at $75,000 ~~address~~rendered by our officers and ~~replaced~~directors ~~the~~that ~~former~~own ~~Officers~~Allen Dickerson, Ltd. Allen ~~(see~~Dickerson, ~~attached EXHIBIT 99~~Ltd.~~1 -~~ ~~Press~~now ~~Release~~owns ~~dated~~approximately ~~March~~92.6% 25of the issued and outstanding shares of common stock, ~~2009~~increased from 69.7% previously held.

~~SIGNATURES~~We relied upon the exemption from registration contained in Section 4(2) as to the sale of stock, as the investor was deemed to be sophisticated with respect to the investment in the securities due to its financial condition and involvement in our business. Restrictive legends were placed on the certificates evidencing the securities issued in the above transaction.

~~Pursuant to~~Item ~~the~~5.02 ~~requirements~~Departure of ~~the~~Directors ~~Securities~~or ~~Exchange~~Certain ~~Act~~Officers; Election of ~~1934,~~Directors; ~~the~~Appointment ~~Registrant~~of ~~has duly~~Certain ~~caused~~Officers; ~~this~~Compensatory ~~report~~Arrangements toof beCertain ~~signed on its behalf by the undersigned hereunto duly authorized~~Officers.

	TENSHON, INC.
Date: March 27, 2009	By: /s/ Matthew Dickerson
	Matthew Dickerson
	President

On June 30, 2009, Matthew Dickerson resigned his positions as our President and Chief Executive Officer and our director. Also on June 30, 2009, Todd Sarager resigned his positions as our Chief Financial Officer and Secretary. The duties of these officers will be assumed by the Board of Directors until suitable replacements can be found. Mr. Dickerson and Mr. Sarager cited our inability to pay any compensation and the pursuit of other opportunities as their reasons for resigning.

Item 9.01 Financial Statements and Exhibits

Regulation S-K Number	Document
10.1	Asset Sale and Debt Assignment Agreement

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.

	TENSHON, INC.
July 2, 2009	By: /s/ Nathaniel Allen Nathaniel Allen Director

Exhibit Table

Regulation S-K Number	Document
10.1	Asset Sale and Debt Assignment Agreement

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