UNITED STATES

TOPURSUANT TO SECTION 13 OR 15 (Dd) OF ~~THE~~

~~SECURITIES~~THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of ~~Earliest~~earliest ~~Event~~event ~~Reported~~reported): -August ~~June 15~~14, 2007

~~Commission~~SHEARSON ~~File~~ FINANCIAL ~~Number:~~NETWORK, ~~000-32745~~INC.

~~SHEARSON~~(Exact ~~FINANCIAL~~ name ~~NETWORK~~of registrant as specified in charter)

Nevada (~~Exact name~~State or other jurisdiction of ~~registrant~~incorporation) as000-32745 ~~specified~~(Commission inFile ~~its~~Number) ~~charter~~88-0471353 (IRS Employer Identification No.)

Nevada	88-0471353
(State or jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

2470 St. Rose Parkway, Suite 314

Henderson, Nevada

(Address of principal executive offices)

89074

(Zip Code)

~~2470~~Registrant’s ~~St. Rose~~ telephone ~~Parkway~~number, ~~Suite~~including ~~314~~area code: (702) 868-7900

~~Henderson,~~Copies ~~Nevada 89074~~ to:

~~(Address~~Gregory ~~of principal executive offices~~ Sichenzia, ~~including zip code)~~Esq.

~~(702)~~Sichenzia ~~868-7900~~ Ross Friedman Ference LLP

~~(Registrant's~~61 ~~telephone number~~ Broadway, ~~including area code)~~32nd Floor

~~Check~~New ~~the~~ York, ~~appropriate~~ New ~~box~~York ~~below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~10006

Phone: (212) 930-9700

Fax: (212) 930-9725

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)

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

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

~~SHEARSON~~Item ~~FINANCIAL~~ 2.02 ~~NETWORK,~~Results ~~INC~~of Operations and Financial Condition.

~~Item~~On August 14, ~~5.03~~2007 ~~Amendments~~Shearson toFinancial ~~Articles~~Network ofissued ~~Incorporation~~a orpress ~~Bylaws;~~release ~~Change~~announcing inits results ~~Fiscal~~for ~~Year~~the three months ended June 30, 2007, a copy of which is attached hereto as Exhibit 99.1.

OnExhibit ~~June 15, 2007 Shearson Financial Network, Inc~~ No. ~~(the “Company”), filed a certificate~~ Exhibit of change pursuant to NRS 78.209 with the Secretary of State of the State of Nevada (the “Certificate of Change”). Pursuant to the Certificate of Change the Company increased its authorized common shares from 500,000,000 to 1,000,000,000 shares. Additionally, pursuant to the Certificate of Change, as of June 15, 2007, the number of the Company’s issued and outstanding shares of the Company’s common stock was increased from 316,120,939, $0.001 par value, to 632,241,878 shares, $0.001 par value. Name

~~Item 9~~99.011 Press release of Shearson Financial ~~Statements~~Network, ~~Financial~~Inc. ~~Information~~dated ~~and~~August ~~Exhibits.~~14, 2007

(d) Exhibits

3.3 Certificate of Change Pursuant to NRS 78.209.

SIGNATURES

Pursuant to the requirements of the Securities and 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, 2007	SHEARSON FINANCIAL NETWORK
	SHEARSON FINANCIAL NETWORK, INC.
	By: /s/ Michael A. Barron
Dated: August 16, 2007	By:	/s/ Michael A. Barron
	Michael A. Barron
	Name:	Michael A. Barron
	Chief Executive Officer
	Title:	Chief Executive Officer

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