UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


________________




FORM
10-K




ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934




FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2008




Commission
File Number: 333-151979


_______________________________




TENSHON,
INC. F.K.A. SHADE DOWN UNDER, INC.


(Exact
name of registrant as specified in its charter)




NEVADA
            
            59-3842098(State
      or other jurisdiction of incorporation or organization)
            
            (I.R.S.
      Employer Identification No.)





8490
S. Power Road


Suite.105-179


Gilbert,
AZ 85297




(Address
of principal executive offices, including zip code)




(480)
633-3166




(Registrant's
telephone number, including area code)




Securities
registered pursuant to Section 12(b) of the Act:





Common
Stock, $0.001 par value per share




Title
      of class
            
            Name
      of each exchange on which registeredCommon
      Stock. $0.001 par value per share
            
            None




Securities
registered pursuant to Section 12(g) of the Act:





None




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
405 of the Securities Act.    Yes o  
No x





1





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange
Act.    Yes x   No o




Indicate
by check mark whether the registrant: (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.    Yes
x 
No o




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.    o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer," and
"smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check
one):




Large
      accelerated filer o
            
            Accelerated
      filer oNon-accelerated
      filer o
              (Do
      not check if smaller reporting company)
            
            Smaller
      Reporting Company x




Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange
Act).    Yes  o No x




As of
March 25, 2009, no market price existed for voting and non-voting common equity
held by non-affiliates of the registrant.





As of
March 25, 2009, the Registrant had outstanding 12,025,600 shares of Common Stock
with a par value of $0.001 per share.




DOCUMENTS
INCORPORATED BY REFERENCE




The
following documents (or portions thereof) are incorporated herein by
reference:  registration statement and exhibits thereto filed on Form
S-1 June 27, 2008 and an 8K filed on March 25, 2009 are incorporated by
reference within Part I and Part II herein.





2


INDEX


TENSHON,
INC. F.K.A. SHADE DOWN UNDER, INC.




PAGE
      NOPART IITEM 1.
                        BUSINESS
                        4ITEM 1A.
                        RISK
      FACTORS
                        6ITEM 2.
                        PROPERTIES
                        13ITEM 3.
                        LEGAL
      PROCEEDINGS
                        13ITEM 4.
                        SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
                        13PART IIITEM 5.
                        MARKET
      FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES
                        13ITEM 6.
                        SELECTED
      FINANCIAL DATA
                        14ITEM 7.
                        MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
                        14ITEM 7A.
                        QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                        17ITEM 8.
                        FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA
                        17ITEM 9.
                        CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
                        17ITEM 9A(T).
                        CONTROLS
      AND PROCEDURES
                        17ITEM 9B.
                        OTHER
      INFORMATION
                        20PART IIIITEM 10.
                        DIRECTORS
      AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
                        20ITEM 11.
                        EXECUTIVE
      COMPENSATION
                        22ITEM 12.
                        SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS
                        22ITEM 13.
                        CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE
                        23ITEM 14.
                        PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
                        23PART IVITEM 15.
                        EXHIBITS
      AND FINANCIAL STATEMENT SCHEDULES
                        23SIGNATURES
                        25





3





PART
I.




Cautionary
Note




This
Annual Report on Form 10-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934, which are subject to a number of risks
and uncertainties. All statements that are not historical facts are
forward-looking statements, including statements about our business strategy,
the effect of Generally Accepted Accounting Principles ("GAAP") pronouncements,
uncertainty regarding our future operating results and our profitability,
anticipated sources of funds and all plans, objectives, expectations and
intentions and the statements regarding future potential revenue, gross margins
and our prospects for fiscal 2009. These statements appear in a number of places
and can be identified by the use of forward-looking terminology such as "may,"
"will," "should," "expect," "plan," "anticipate," "believe," "estimate,"
"predict," "future," "intend," or "certain" or the negative of these terms or
other variations or comparable terminology, or by discussions of
strategy.




Actual
results may vary materially from those in such forward-looking statements as a
result of various factors that are identified in "Item 7—Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
"Item 1A.—Risk Factors" and elsewhere in this document. No assurance can be
given that the risk factors described in this Annual Report on Form 10-K
are all of the factors that could cause actual results to vary materially from
the forward-looking statements. All forward-looking statements speak only as of
the date of this Annual Report on Form 10-K. Readers should not place undue
reliance on these forward-looking statements and are cautioned that any such
forward-looking statements are not guarantees of future performance. We assume
no obligation to update any forward-looking statements.




References in this Annual Report on
Form 10-K to (i) the "Company," the "Registrant," "Shade Down Under,
"we," "our," and "us" refer to Tenshon, Inc. f.k.a. Shade Down Under,
Inc. Investors and
security holders may obtain a free copy of the Annual Report on Form 10-K
and other documents filed by  with the Securities and Exchange
Commission ("SEC") at the SEC's website at http://www.sec.gov. Free copies of
the Annual Report on Form 10-K and other documents filed by Tenshon, Inc.
f.k.a. Shade Down Under with the SEC may also be obtained from Tenshon, Inc.
f.k.a. Shade Down Under, Inc. by directing a request toTenshon, Inc.
f.k.a.  Shade Down Under, Attention:  Matthew Dickerson,
President and Chief Executive Officer,8490 S. Power Road, Suite.105-179,
Gilbert, AZ 85297. (626) 429-9634





ITEM 1.
            BUSINESS.




General




Company
History




Tenshon,
Inc. f.k.a. Shade Down Under, Inc. (hereinafter referred to as “SDU” or the
“Company”) was incorporated in Nevada on May 29, 2007. We are a
development stage enterprise and engaged in the business of selling
pre-manufactured shade sails company, specializing in the retail sales of shade
sails that not only provide coverage from the elements, but also presents
architectural and aesthetic shade solutions.





4





We are a
small, start-up company that has not generated any revenues and that lacks a
stable customer base.  Since our inception to the present, we have not
generated any significant revenues. We believe that the funds received from our
recent private placement offering pursuant to Regulation D, Rule 505, will not
be sufficient to finance our efforts to become operational and carry us through
the next twelve (12) months. The recurring revenues from current operations will
not be sufficient to support ongoing operations. Unfortunately, there can be no
assurance that the actual expenses incurred over the next twelve months will not
materially exceed our current capital base and cash flows from our operations.
 As a result, our independent auditors have expressed substantial doubt
about our ability to continue as a going concern.  If we do not produce
sufficient cash flow to support our operations over the next 12 months, we will
need to raise additional capital by issuing additional common stock in exchange
for cash in order to continue as a going concern. This potential future issuance
of common stock would dilute the holdings of all of the current shareholders.
 There are no formal or informal agreements to obtain such financing.
 We cannot assure you that any financing can be obtained or, if obtained,
that it will be on reasonable terms acceptable to the Company.  Without
securing additional capital, if needed, it may be unlikely for us to stay in
business.





We filed
a Form S-1 registration statement, which was deemed effective by the
Securities and Exchange Commission on January 21, 2009, in an effort to become a
fully reporting company with the Securities and Exchange Commission in order to
enhance our ability to raise additional working capital. There is currently no
public market for our common stock. We are currently in discussions with market
makers in order to arrange for an application to be made with respect to our
common stock, to be approved for quotation on the OTCBB®.





Please
see RISK FACTORS described herein.








Plan
of Operation





Our
auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital. This is because we have not
generated significant revenues.  No substantial revenues are
anticipated until we begin mining activities that produce commercial grade
minerals. Accordingly, we must raise capital from sources other than operations
in order to continue as a going concern.  Our only source for cash at
this time is investments by others in the Company’s common
stock.





As of the
date of this report management is in the process of reviewing its future
business strategy in consideration of the Company’s current financial status,
including its ability to raise additional proceeds through the sale of its
common stock, the results of the recent preliminary marketing efforts and the
estimated costs to conduct additional development of distribution
networks.




In
addition, management plans to consider pursuing other business opportunities
including, but not limited to acquisitions and/or business combinations that may
add value to the Company and its shareholders.  As of the date of this
report the Company has not agreed to any business acquisition or combination and
there can be no guarantee or assurance that such an event will ever take
place.




Management
believes it has enough cash on hand to maintain its status as a reporting
Company for the next three months.





5





As such
the Company must raise proceeds within the next three months in order to
continue as a going concern and maintain its status as a reporting company for
the next twelve months.  If the Company is unable to secure additional
proceeds within this timeframe the business would likely fail and an investment
made into the Company by an investor would be lost in it is
entirety.





Limited
Operating History; Need for Additional Capital





There is
no historical financial information about us upon which to base an evaluation of
our performance.




Readers
will note that Tenshon, Inc. f.k.a. Shade Down Under has raised a total of
approximately $49,500 from the sale of its common stock.  As of
December 31, 2008, Tenshon, Inc. f.k.a. Shade Down Under had a balance (less
outstanding checks) of $505 in cash with liabilities of $15,787 of total
payables.   The Company will be required to raise additional
funds in order to pay the fees associated with maintaining its status as a
reporting company, as defined under the Securities Act of 1934 and fund the
above costs associated with its business strategy.  The Company will
need to raise a minimum of $31,000 over the course of the next twelve months in
order to cover expenses related to maintaining its status as a reporting company
(legal, auditing, and filing fees) estimated at $25,000 and $6,000 to cover
additional operating expenses  There is no assurance we will receive
the required financing to complete our business strategies.  Even if
we are successful in raising additional capital we have no assurance that
future financing will be available to us on acceptable terms. If financing
is not available on satisfactory terms, we may be unable to
continue, develop or expand our operations.




Tenshon,
Inc. f.k.a. Shade Down Under has no plans to undertake product research and
development during the term covered herein. There are also no plans or
expectations to purchase or sell any plant and or significant equipment in
fiscal year 2009.





Employees




Other
than Mathew Dickerson (officer and director) and Todd Sarager, (Secretary) there
are no other employees.  Currently both Mathew and Todd are donating
their time to the development of the Company.  Tenshon, Inc.
f.k.a. Shade Down Under has no intention to hire employees until the business
has been successfully funded.




Employment
Agreements




There are
no employment agreements.




ITEM
      1A.
            RISK
      FACTORS




Factors
Affecting Future Operating Results




This
Annual Report on Form 10-K contains forward-looking statements concerning
our future programs, expenses, revenue, liquidity and cash needs as well as our
plans and strategies. These forward-looking statements are based on current
expectations and we assume no obligation to update this information, except as
required by applicable laws and regulations. Numerous factors could cause actual
results to differ significantly from the results described in these
forward-looking statements, including the following risk factors.





6





Investing
in our securities involves a high degree of risk. The following risk factors,
issues and uncertainties should be considered when evaluating our future
prospects. In particular, please consider these risk factors when reading
"forward-looking" statements which appear throughout this report.
Forward-looking statements relate to our expectations for future events and time
periods. Generally, words such as "expect," "intend," "anticipate" and similar
expressions identify forward-looking statements. Each of these forward-looking
statements involves risks and uncertainties, and future events and circumstances
could differ significantly from those anticipated in the forward-looking
statements. Any one of the following risks could harm our operating results or
financial condition and could result in a significant decline in value of an
investment in us. Further, additional risks and uncertainties that have not yet
been identified or which we currently believe are immaterial may also harm our
operating results and financial condition.




Participation
is Subject to Risks of Investing in Micro Capitalization Companies





Tenshon,
Inc. f.k.a. Shade Down Under believes that certain micro capitalization
companies have significant potential for growth, although such companies
generally have limited product lines, low market share, and limited financial .
 The securities of such companies, if traded in the public market, may
trade less frequently and in more limited volume than those of more established
companies.  Additionally, in recent years, the stock market has experienced
a high degree of price and volume volatility for the securities of micro
capitalization companies.  In particular, micro capitalization companies
that trade in the over-the-counter markets have experienced wide price
fluctuations not necessarily related to the operating performance of such
companies.





Our
Stock is a Speculative Investment





This
Registration Statement is intended to secure DTC eligibility and the
transparency associated with registration such that the general public might
have access to periodic and current information on our company as required by
the Securities and Exchange Commission and the Securities Act of 1933, as
amended and the Exchange Act of 1934, as amended, together with the rules and
regulations as promulgated thereunder.  It is our hope that this might
enhance the liquidity of our shares.  However, there can be no assurance
that a meaningful trading market will ever develop.





Our
securities are characterized as microcap stock. The term "microcap stock"
applies to companies with low or "micro" capitalizations, meaning the total
value of the company's stock. Microcap companies typically have limited assets.
 Microcap stocks tend to be low priced and trade in very low
volumes.





We might
ultimately list on the OTCBB®.
 The OTCBB is an electronic quotation system that displays real-time
quotes, last-sale prices, and volume information for many OTC securities that
are not listed on the FINRA Stock Market or a national securities exchange.
Brokers who subscribe to the system can use the OTCBB® to look
up prices or enter quotes for OTC securities.  Although the FINRA oversees
the OTCBB, the OTCBB is not part of the FINRA Stock Market.





Companies
that trade their stocks on major exchanges and in the NASD Stock Market must
meet minimum listing standards. For example, they must have minimum amounts of
net assets and minimum numbers of shareholders. In contrast, companies on the
OTCBB or the Pink Sheets do not have to meet any minimum standards.  While
all investments involve risk, microcap stocks are among the most risky.
 Many microcap companies tend to be new and have no proven track record.
 Some of these companies have no assets or operations.





7





Others
have products and services that are still in development or have yet to be
tested in the market.  Another risk that pertains to microcap stocks
involves the low volumes of trades.  Because microcap stocks trade in low
volumes, any size of trade can have a large percentage impact on the price of
the stock.





Legislation,
including the Sarbanes-Oxley Act of 2002, Will make it Difficult to Attract
Officers and Directors





The
Sarbanes-Oxley Act of 2002 was enacted in response to public concerns regarding
corporate accountability in connection with recent accounting scandals. The
stated goals of the Sarbanes-Oxley Act are to increase corporate responsibility,
to provide for enhanced penalties for accounting and auditing improprieties at
publicly traded companies, and to protect investors by improving the accuracy
and reliability of corporate disclosures pursuant to the securities laws.
 The Sarbanes-Oxley Act generally applies to all companies that file or are
required to file periodic reports with the SEC, under the Securities Exchange
Act of 1934.  Upon becoming a public company, we will be required to comply
with the applicable provisions of the Sarbanes-Oxley Act.  The enactment of
the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations
by the SEC that increase responsibilities and liabilities of directors and
executive officers.  The perceived increased personal risk associated with
these recent changes may deter qualified individuals from accepting these roles.
 As a result, it may be more difficult for us to attract and retain
qualified persons to serve on our boards of directors or as executive officers.
 We continue to evaluate and monitor developments with respect to these
rules, and we cannot predict or estimate the amount of additional costs we may
incur or the timing of such costs.





There
is No Public Market for Our Stock





A market
for our common stock may never develop.  We intend to contact an authorized
OTCBB®
market-maker for sponsorship of our securities on the OTC Bulletin Board upon
the effectiveness of the registration statement of which this prospectus forms a
part.  However, our shares may never be traded on the bulletin board, or,
if traded, a public market may not materialize.  If our common stock is not
traded on the bulletin board or if a public market for our common stock does not
develop, investors may not be able to re-sell the shares of our common stock
that they have purchased and may lose their entire investment.





Going
Concern Issues





We have
yet to significantly commence our planned operations.  As of the date of
this Prospectus, Tenshon, Inc. f.k.a. Shade Down Under has had only limited
start-up operations and has generated no significant revenues.  Taking
these facts into account, our independent auditors have expressed substantial
doubt about our ability to continue as a going concern in the independent
auditors' report to the financial statements included in the registration
statement, of which this prospectus is a part.  If Tenshon, Inc. f.k.a.
Shade Down Under 's business fails, the investors in this offering may face
a complete loss of their investment.





Nevada
Corporate Law – Anti-Takeover Legislation





We are
incorporated in the State of Nevada.  Certain provisions of Nevada
corporation law could adversely affect the market price of our common stock.
 Because Nevada corporation law requires board approval of a transaction
involving a change in our control,





8





it
would be more difficult for someone to acquire control of us.  Nevada
corporate law also discourages proxy contests making it more difficult for you
and other shareholders to elect directors other than the candidate or candidates
nominated by our board of directors.





Our
Common Stock, if it Becomes Publicly Trading, Will be Considered to be a Penny
Stock





The SEC
has adopted rules that regulate broker/dealer practices in connection with
transactions in penny stocks.  Penny stocks generally are equity securities
with a price of less than $5.00 (other than securities registered on certain
national securities exchanges or quoted on the FINRA system, provided that
current price and volume information with respect to transactions in such
securities is provided by the exchange system).  The penny stock rules
require a broker/dealer, prior to a transaction in a penny stock not otherwise
exempt from the rules, to deliver a standardized risk disclosure document
prepared by the SEC that provides information about penny stocks and the nature
and level of risks in the penny stock market.  The broker/dealer also must
provide the customer with bid and offer quotations for the penny stock, the
compensation of the broker/dealer, and its salesperson in the transaction, and
monthly account statements showing the market value of each penny stock held in
the customer's account.  In addition, the penny stock rules require that
prior to a transaction in a penny stock not otherwise exempt from such rules;
the broker/dealer must make a special written determination that a penny stock
is a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction.  These disclosure requirements may have the
effect of reducing the level of trading activity in any secondary market for a
stock that becomes subject to the penny stock rules, and accordingly, customers
in Company securities may find it difficult to sell their securities, if at
all.





Competition





The
marketplace in which the Company competes is intensely competitive and subject
to rapid change.  Tenshon, Inc. f.k.a. Shade Down Under 's competitors
include well established oil and gas exploratory enterprises similar to the
Company.  Some of these competitors are based globally. The Company
anticipates that it will face additional competition from new entrants that may
offer significant performance, price, creative or other advantages over those
offered by the Company.  Many of these competitors have greater name
recognition and  than the Company.





Additionally,
potential competitors with established market shares and greater
financial  may introduce or already market competing petroleum
products.  Thus, there can be no assurance that Tenshon, Inc. f.k.a. Shade
Down Under will be able to compete successfully in the future or that
competition will not have a material adverse affect on Tenshon, Inc. f.k.a.
Shade Down Under 's results of operations.





Reliance
upon Key Personnel and Necessity of Additional Personnel





Tenshon,
Inc. f.k.a. Shade Down Under is largely dependent upon the personal efforts and
abilities of existing management. Mathew Dickerson. We do not have an employment
contract with Mr. Dickerson. The success of Tenshon, Inc. f.k.a. Shade Down
Under will also be largely dependent upon the ability of Tenshon, Inc.
f.k.a. Shade Down Under to continue to attract quality management and
employees to help operate Tenshon, Inc. f.k.a. Shade Down Under as its
operations may grow. Our Chief Executive Officer and directors are presently
involved in other business activities and may, in the future, become involved in
other business opportunities.  If a specific business opportunity becomes
available, each may face a conflict in selecting between Tenshon, Inc. f.k.a.
Shade Down Under and the other business interests.  Tenshon, Inc. f.k.a.
Shade Down Under has not formulated a policy for the resolution of such
conflicts.





9





Control
by Existing Management





Currently,
Nathaniel Allen and Mathew Dickerson beneficially controls approximately
8,384,400 restricted shares of Common Stock in Tenshon, Inc. f.k.a. Shade Down
Under, which is approximately 65.50% of 12,025,600 shares of Common Stock issued
and outstanding (see the section entitled "Security Ownership of Certain
Beneficial Owners and Control Persons" herein).  As a result, our
management as a group could exercise substantial control over all matters
requiring stockholder approval, including the election of directors and approval
of significant corporate transactions.  This concentration of ownership
limits the power to exercise control by our minority shareholders.





Our
Officers and Directors Have Limited Expertise and No Experience in Managing a
Public Company





Our
operations depend on the efforts of Nathaniel Allen, our sole officer and
director.  Mr. Allen does not have any experience related to public company
management or as a principal accounting or principal financial officer.
 After the effectiveness of this registration statement, we will be subject
to the reporting requirements of the Securities Exchange Act of 1934, as
amended.  The costs of complying with such requirements may be substantial.
 In the event we are unable to establish a base of operations that
generates sufficient cash flows or cannot obtain additional equity or debt
financing, the costs of maintaining our status as a reporting entity may inhibit
out ability to continue our operations.





Tenshon,
Inc. f.k.a. Shade Down Under Does Not Plan to Pay Dividends in the Foreseeable
Future, and, as a Result, Stockholders Will Need to Sell Shares to Realize a
Return on Their Investment





Tenshon,
Inc. f.k.a. Shade Down Under has not declared or paid any cash dividends on its
common stock since inception. Tenshon, Inc. f.k.a. Shade Down Under intends to
retain any future earnings to finance the operation and expansion of its
business and does not anticipate paying any cash dividends in the foreseeable
future on its common stock.  As a result, stockholders will need to sell
shares of common stock in order to realize a return on their investment, if
any.





Investors
May Lose their Entire Investment if Tenshon, Inc. f.k.a. Shade Down Under Fails
to Implement its Business Plan


From
incorporation to date, we have no significant demonstrable operations record
upon which you can evaluate the business and its prospects.  To date, we
have not generated any significant revenues and may incur losses in the
foreseeable future.  Our prospects must be considered in light of the
risks, uncertainties, expenses and difficulties frequently encountered by
companies in their early stages of development.  These risks include,
without limitation, competition, the absence of ongoing revenue streams,
inexperienced management and lack of brand recognition.  We cannot
guarantee that it will be successful in accomplishing its objectives.  If
we fail to implement and establish a financial base of operations, we may be
forced to cease operations, in which case investors may lose their entire
investment.





Future
Issuance of Common Stock – Dilution to Current Shareholders





We are
authorized to issue up to 70,000,000 shares of common stock.  Presently,
there are 12,025,600 shares of common stock issued and outstanding as of the
date of this prospectus.





10





In the
event we require additional capital, we may need to issue shares of our common
stock in exchange for cash to continue as a going concern.  There are no
formal or informal agreements to attain such financing.  We cannot assure
you that any financing can be obtained or, if obtained, that it will be on
reasonable terms.  Any such future additional issuances of our stock will
increase outstanding shares and dilute stockholders' interests.





If
We Are Unable to Obtain Additional Financing, We May Be Forced to Go Out of
Business





We have
limited capital .  To date, we have not generated any significant cash flow
from our operations.  Unless we begin to generate sufficient revenues from
the full implementation of our business plan to finance operations as a going
concern, we may experience liquidity and solvency problems.  Such liquidity
and solvency concerns may force us to go out of business, if additional
financing is not available.  We have no intention of liquidating.  In
the event our cash  are insufficient to continue operations, we intend
to raise additional capital through offerings and sales of equity or debt
securities.  In the event we are unable to raise sufficient funds, we will
be forced to go out of business and will be forced to liquidate.  A
possibility of such outcome presents a risk of complete loss of investment in
our common stock.





We
currently do not have adequate funds to cover the costs associated with
maintaining our status as a Reporting Company.





The
Company currently has approximately $505 of cash available.  This
amount will not be enough to pay the legal, accounting, and filing fees that is
required to maintain our status as a reporting company, which is currently
estimated at $25,000 for fiscal year 2009.  If we can no longer be a
reporting company our common stock would no longer be eligible for quotation on
the Over-the-Counter Bulletin Board.  This would result in there being
no public market for an investor to trade our common stock and any investment
made would be lost in its entirety.





If
we are able to complete financing through the sale of additional shares of our
common stock in the future, then shareholders will experience
dilution.




The most
likely source of future financing presently available to us is through the sale
of shares of our common stock. Any sale of common stock will result in dilution
of equity ownership to existing shareholders. This means that if we sell shares
of our common stock, more shares will be outstanding and each existing
shareholder will own a smaller percentage of the shares then outstanding. To
raise additional capital we may have to issue additional shares, which may
substantially dilute the interests of existing shareholders. Alternatively, we
may have to borrow large sums, and assume debt obligations that require us to
make substantial interest and capital payments.




There is
currently no market for Tenshon, Inc. f.k.a.Shade Down
Under's common stock,
but if a market for our common stock does develop, our stock price may be
volatile.




There is
currently no market for Tenshon, Inc. f.k.a. Shade Down Under's common stock and
there is no assurance that a market will develop. If a market develops, it is
anticipated that the market price of Tenshon, Inc. f.k.a. Shade Down Under's
common stock will be subject to wide fluctuations in response to several factors
including:





11





·
            The
      ability to complete the development of Tenshon, Inc. f.k.a. Shade Down
      Under's business plan;


·
            The
      market price of  Tenshon, Inc. f.k.a. Shade Down Under's shade
      products; and


·
            The
      ability to hire and retain competent personal in the
    future.





We
are subject to the requirements of section 404 of the Sarbanes-Oxley Act. If we
are unable to timely comply with section 404 or if the costs related to
compliance are significant, our profitability, stock price and results of
operations and financial condition could be materially adversely
affected.





We are
required to comply with the provisions of Section 404 of the Sarbanes-Oxley Act
of 2002, which require us to maintain an ongoing evaluation and integration of
the internal controls of our business. We were required to document and test our
internal controls and certify that we are responsible for maintaining an
adequate system of internal control procedures for the year ended December 31,
2008. In subsequent years, our independent registered public accounting firm
will be required to opine on those internal controls and management’s assessment
of those controls. In the process, we may identify areas requiring improvement,
and we may have to design enhanced processes and controls to address issues
identified through this review.





We
evaluated our existing controls for the year ended December 31, 2008. Our Chief
Executive Officer and Chief Financial Officer identified material weaknesses in
our internal control over financial reporting and determined that DCT did not
maintain effective internal control over financial reporting as of December 31,
2008. The identified material weaknesses did not result in material audit
adjustments to our 2008 financial statements; however, uncured material
weaknesses could negatively impact our financial statements for subsequent
years.





We cannot
be certain that we will be able to successfully complete the procedures,
certification and attestation requirements of Section 404 or that our auditors
will not have to report a material weakness in connection with the presentation
of our financial statements. If we fail to comply with the requirements of
Section 404 or if our auditor's report such material weakness, the accuracy and
timeliness of the filing of our annual report may be materially adversely
affected and could cause investors to lose confidence in our reported financial
information, which could have a negative affect on the trading price of our
common stock. In addition, a material weakness in the effectiveness of our
internal controls over financial reporting could result in an increased chance
of fraud and the loss of customers, reduce our ability to obtain financing and
require additional expenditures to comply with these requirements, each of which
could have a material adverse effect on our business, results of operations and
financial condition.





Further,
we believe that the out-of-pocket costs, the diversion of management’s attention
from running the day-to-day operations and operational changes caused by the
need to comply with the requirements of Section 404 of the Sarbanes-Oxley Act
could be significant. If the time and costs associated with such compliance
exceed our current expectations, our results of operations could be adversely
affected.




These
risk factors, individually or occurring together, would likely have a
substantially negative effect on Tenshon, Inc. f.k.a. Shade Down Under's
business and would likely cause it to fail.





12





FORWARD
LOOKING STATEMENTS




This
prospectus contains forward-looking statements that involve risks and
uncertainties. Tenshon, Inc. f.k.a. Shade Down Under uses words such as
anticipate, believe, plan, expect, future, intend and similar expressions to
identify such forward-looking statements. You should not place too much reliance
on these forward-looking statements. Actual results are most likely to differ
materially from those anticipated in these forward-looking statements for many
reasons, including the risks faced as described in this Risk Factors section and
elsewhere in this prospectus.




ITEM 2.
            PROPERTIES.




We do not own any
real property and our office space is provided free of cost to the Company by
its President. We do not own any real property interest in the claims or any
other property.




ITEM
      3.
            LEGAL
      PROCEEDINGS.




Tenshon,
Inc. f.k.a.Shade Down Under, Inc. is not currently a party to any legal
proceedings. Tenshon, Inc. f.k.a. Shade Down Under's agent for service of
process in Nevada is:  Dana Anderson, 818 Rising Star Drive,
Henderson, Nevada 89014. (702) 301-3337.




ITEM
      4.
            SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY
HOLDERS.




None




PART
II




ITEM 5.
            MARKET
      FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES.




As of
date of this report the Company has 12,025,600 common shares issued and
outstanding.  8,384,400 of these shares are held by Matthew Dickerson
and Nathaniel Allen and 1,879,000 shares are held by Charles
Bishop.  All of these shares are Restricted under Rule
144.   There is currently no market for Tenshon, Inc. f.k.a. Shade
Down Under's common stock.  As such, investors in our common stock may
never be able sell their shares.  Please see, “RISK FACTORS” contained
herein.




Sales of Unregistered
Securities.    We have sold securities within the
past three years without registering the securities under the Securities Act of
1933 on two separate occasions.





On
October 17, 2008, Tenshon, Inc. f.k.a. Shade Down Under issued 1,879,000 shares
of common stock for total consideration of $10,000.00 to Charles Bishop. The
Company believes that this issuance was exempt from registration pursuant to
Section 4(2) of the Securities Act of 1933, as amended, as a transaction by an
issuer not involving any public offering.





On,
December 17, 2008, Tenshon, Inc. f.k.a. Shade Down Under issued 375,800 shares
of common stock to Brennon Fish for a total consideration of $3,758. The Company
believes that this issuance was exempt from registration pursuant to Section
4(2) of the Securities Act of 1933, as amended, as a transaction by an issuer
not involving any public offering.





13





On,
December 17, 2008, Tenshon, Inc. f.k.a. Shade Down Under issued 375,800 shares
of common stock to Zachery Baldwin for a total consideration of $3,758. The
Company believes that this issuance was exempt from registration pursuant to
Section 4(2) of the Securities Act of 1933, as amended, as a transaction by an
issuer not involving any public offering.





Sales of Registered
Securities.  None.





Please
note that on January 21, 2009 the Company’s registration statement filed on Form
S-1 was deemed effective.  The Company registered 1,085,000 common
shares to be sold to the public by its selling shareholders at a price of $0.10
per share.





Issuer Purchases of Equity
Securities.    None during the Fiscal Year
2008.





Dividends.    We
did not declare or pay dividends during the Fiscal Year 2008 and do not
anticipate declaring or paying dividends in fiscal year 2009.








ITEM 6.
            SELECTED FINANCIAL
  DATA.




Summary of Financial
Data




As
      of December 31, 2008Revenues
                    
                    $
                    8,602Operating
      Expenses
                    
                    $
                    (59,796
                    )Earnings
      (Loss)
                    
                    $
                    (56,368
                    )Total
      Assets
                    
                    $
                    1,185Liabilities
                    
                    $
                    15,787Shareholders’
      Equity
                    
                    $
                    (14,602)






ITEM 7.
            MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
      CONDITION AND RESULTS OF
OPERATIONS.




The
following discussion is intended to assist in the understanding and assessment
of significant changes and trends related to the results of operations and
financial condition of Tensong, Inc. f.k.a. Shade Down Under, Inc. This
discussion and analysis should be read in conjunction with our financial
statements and notes thereto included elsewhere in this Annual Report on
Form 10-K for the fiscal year ended December 31, 2008.





14





Cautionary
Statement




This
notice is intended to take advantage of the "safe harbor" provided by the
Private Securities Litigation Reform Act of 1995 with respect to forward-looking
statements. Except for the historical information contained herein, the matters
discussed should be considered forward-looking statements and readers are
cautioned not to place undue reliance on those statements. The forward-looking
statements in this discussion are made based on information available as of the
date hereof and are subject to a number of risks and uncertainties that could
cause the Company's actual results and financial position to differ materially
from those expressed or implied in the forward-looking statements and to be
below the expectations of public market analysts and investors. These risks and
uncertainties include, but are not limited to, those discussed in
"Item 1A.—Risk Factors" under the heading "Factors Affecting Future
Operating Results". The Company undertakes no obligation to publicly release the
results of any revisions to these forward-looking statements to reflect events
or circumstances after the date hereof or to reflect the occurrence of
unanticipated events, except as required by applicable laws and
regulations.




Critical
Accounting Policies




The
preparation of our financial statements and notes thereto requires management to
make estimates and assumptions that affect the amounts and disclosures reported
within those financial statements. On an ongoing basis, management evaluates its
estimates, including those related to revenue recognition, contingencies,
litigation and income taxes. Management bases its estimates and judgments on
historical experiences and on various other factors believed to be reasonable
under the circumstances. Actual results under circumstances and conditions
different than those assumed could result in differences from the estimated
amounts in the financial statements. There have been no material changes to
these policies during fiscal 2008.  As of December 31, 2007 and 2008,
the Company has not identified any critical estimates that are used in the
preparation of the financial statements.




Executive
Overview




Fiscal
2008 the focus of the Company was primarily on preparing and filing the
registration statement on Form S-1 in order to register 1,085,000 common shares
to be sold by selling shareholders to the public at a price of $0.10 per share
to fund the anticipated exploration activities and maintain the status of the
Company as a reporting company as defined by the Securities and Exchange
Commission




Shareholder
Transaction




On May
30, 2007, the Company issued 200,000 shares of common stock to Jumpstart
Capital, now Chiricahua Capital in exchange for services, valued at the par
value of $0.001, which issuance was exempt from the registration provisions of
Section 5 of the Securities Act under Section 4(2) of such same said act. On the
same day, the Company issued 490,000 shares of common stock to Nevada Business
Development Corporation in exchange for services pursuant to a contractual
agreement, valued at the par value of $0.001, which issuance was exempt from the
registration provisions of Section 5 of the Securities Act under Section 4(2) of
such same said act.





15





On or
about May 30, 2007, the Company issued 8,110,000 shares of common stock to
Hampton Scott, now Allen Dickerson, Ltd., a corporation, in exchange for
services, valued at the par value of $0.001 and the Company issued 200,000
shares of common stock to Nikki Causer in exchange for services and money,
valued at the par value of $0.001, which issuance was exempt from the
registration provisions of Section 5 of the Securities Act under Section 4(2) of
such same said act.








On
December 18, 2007, Tenshon, Inc. f.k.a. Shade Down Under closed a
private placement offering in which it sold 395,000 shares of its common stock
to thirty (33) three shareholders except for Nevada Business Development
Corporation and, which received its shares for services rendered.  The
shares were issued at a price of $0.10 per share.  At the time of issuance,
the shares had a restrictive transfer legend affixed.  However these shares
were registered with the Securities and Exchange Commission which was deemed
effective January 21, 2009. These transactions (a) involved no general
solicitation, (b) involved less than thirty-five non accredited purchasers, and
(c) relied on a detailed disclosure document to communicate to the investors all
material facts about Tenshon, Inc. f.k.a. Shade Down Under, Inc., including an
audited balance sheet and reviewed statements of income, if applicable, changes
in stockholders’ equity and cash flows.





In
October 2008, the company agreed to issued 1879,000 common shares to Charles
Bishop, 375,000 shares to Brendon Fish and 375,000 shares to Zachary Baldwin.
These shares were issued in exchange for services rendered in 2008.





·
            The
      size of the Company's Board of Directors consists of Mr. Allen and Mr.
      Dickerson; and·
            Mr.
      Dickerson and  was elected as President and Chief Executive
      Officer.





Fiscal 2008




Revenue. As of
the December 31, 2008 the only proceeds received by the Company have been
approximately $8,602 through the sale of its products.




Liquidity
and Capital




We will
require significant amounts of working capital to begin the exploration process
described herein and to pay expenses relating to maintaining the status of a
reporting company including legal, accounting and filing fees.  We
currently have 505 of cash available and we have current liabilities of
$15,787.  We must raise additional proceeds of $31,000 over the course
of the next twelve months in order to cover expenses related to maintaining its
status as a reporting company (legal, auditing, and filing fees) estimated at
$25,000 and $6,000 to cover additional exploration costs associated with
maintaining the Company’s option to acquire the mineral rights on the property
as described above.  There is no assurance we will receive the
required financing to complete our business strategies.  Even if we
are successful in raising proceeds from the offering we have no assurance
that future financing will be available to us on acceptable terms.
If financing is not available on satisfactory terms, we may be unable to
continue, develop or expand our operations.  If we are unable to
accomplish raising adequate funds then any it would be likely that any
investment made into the Company would be lost in its entirety.





16





Off-Balance
Sheet Arrangements




None




Contractual Obligations




None




ITEM
      7A.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.




There
currently is a market for our common stock.  We do not currently hold
any market risk sensitive instruments entered into for hedging transaction risks
related to foreign currencies. In addition, we have not entered into any
transactions with derivative financial instruments for trading
purposes.




ITEM 8.
            FINANCIAL STATEMENTS AND
      SUPPLEMENTARY DATA.




Our
financial statements appear beginning on page F-1, immediately following the
signature page of this report.




On March
30, 2009 the Company filed on a Form 8-K information relating the change of the
name of Tenshon, Inc. f.k.a. Shade Down Under, Inc. to Tenshon, Inc.,
announcement of the resignation of Natheniel Allen as sole officer and the
appointment of Matthew Dickerson as the new President, Treasurer and Director.
Also, Mr. Todd Sarager was appointed Secretary. In addition, the Company changed
its address and that information was imparted in the 8K referred
above.





ITEM 9.
            CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
      ACCOUNTING AND FINANCIAL
DISCLOSURE.




None




ITEM 9A(T).
            CONTROLS AND
      PROCEDURES.




Disclosure
Controls and Procedures





Management
of Tenshon, Inc. f.k.a. Shade Down Under is responsible for maintaining
disclosure controls and procedures that are designed to ensure that information
required to be disclosed in the reports that the Company files or submits under
the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission’s rules and forms. In addition, the disclosure controls and
procedures must ensure that such information is accumulated and communicated to
the Company’s management, including its Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
financial and other required disclosures.





At the
end of the period covered by this report, an evaluation of the effectiveness of
our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and
15(d)-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) was
carried out under the supervision and with the participation of our Principal
Executive Officer, Principal Financial and Accounting Officer, Matthew
Dickerson.





17





Based on
his evaluation of our disclosure controls and procedures, he concluded that
during the period covered by this report, such disclosure controls and
procedures were not effective to detect the inappropriate application of US GAAP
standards. This was due to deficiencies that existed in the design or operation
of our internal control over financial reporting that adversely affected our
disclosure controls and that may be considered to be “material
weaknesses.”





Tenshon,
Inc. f.k.a. Shade Down Under will continue to create and refine a structure in
which critical accounting policies and estimates are identified, and together
with other complex areas, are subject to multiple reviews by accounting
personnel. In addition, Tenshon, Inc. f.k.a. Shade Down Under will enhance and
test our year-end financial close process. Additionally, Tenshon, Inc. f.k.a.
Shade Down Under's audit committee will increase its review of our disclosure
controls and procedures. Finally, we plan to designated individuals responsible
for identifying reportable developments. We believe these actions will remediate
the material weakness by focusing additional attention and  in our
internal accounting functions. However, the material weakness will not be
considered remediated until the applicable remedial controls operate for a
sufficient period of time and management has concluded, through testing, that
these controls are operating effectively.





Management’s
Annual Report on Internal Control over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over our financial reporting. Internal control over financial reporting
is a process designed to provide reasonable assurance to our management and
board of directors regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
U.S. generally accepted accounting principles. Our internal control over
financial reporting includes those policies and procedures that (i) pertain
to the maintenance of records that in reasonable detail accurately and fairly
reflect our transactions; (ii) provide reasonable assurance that
transactions are recorded as necessary for preparation of our financial
statements; (iii) provide reasonable assurance that receipts and expenditures of
company assets are made in accordance with management authorization; and
(iv) provide reasonable assurance that unauthorized acquisition, use or
disposition of company assets that could have a material effect on our financial
statements would be prevented or detected on a timely basis.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because changes in conditions may occur or the degree of compliance
with the policies or procedures may deteriorate.





Management
assessed the effectiveness of our internal control over financial reporting as
of December 31, 2008. This assessment is based on the criteria for
effective internal control described in Internal Control — Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on its assessment, management concluded that our internal control over
financial reporting as of December 31, 2008 was not effective in the
specific areas described in the “Disclosure Controls and Procedures” section
above and as specifically described in the paragraphs below.





As of
December 31, 2008 the Principal Executive Officer/Principal Financial
Officer identified the following specific material weaknesses in the Company’s
internal controls over its financial reporting processes:





18





•
Policies and Procedures for the Financial Close and Reporting Process —
Currently there are no policies or procedures that clearly define the roles in
the financial close and reporting process. The various roles and
responsibilities related to this process should be defined, documented, updated
and communicated. Failure to have such policies and procedures in place amounts
to a material weakness to the Company’s internal controls over its financial
reporting processes.





•
Representative with Financial Expertise — For the year ending December 31,
2008, the Company did not have a representative with the requisite knowledge and
expertise to review the financial statements and disclosures at a sufficient
level to monitor the financial statements and disclosures of the Company.
Failure to have a representative with such knowledge and expertise amounts to a
material weakness to the Company’s internal controls over its financial
reporting processes.





•
Adequacy of Accounting Systems at Meeting Company Needs — The accounting system
in place at the time of the assessment lacks the ability to provide high quality
financial statements from within the system, and there were no procedures in
place or built into the system to ensure that all relevant information is
secure, identified, captured, processed, and reported within the accounting
system. Failure to have an adequate accounting system with procedures to ensure
the information is secure and accurately recorded and reported amounts to a
material weakness to the Company’s internal controls over its financial
reporting processes.





•
Segregation of Duties — Management has identified a significant general lack of
definition and segregation of duties throughout the financial reporting
processes. Due to the pervasive nature of this issue, the lack of adequate
definition and segregation of duties amounts to a material weakness to the
Company’s internal controls over its financial reporting processes.




In light
of the foregoing, once we have the adequate funds, management plans to develop
the following additional procedures to help address these material
weaknesses:





•
Tenshon, Inc. f.k.a. Shade Down Under will create and refine a structure in
which critical accounting policies and estimates are identified, and together
with other complex areas, are subject to multiple reviews by accounting
personnel. In addition, we plan to enhance and test our month-end and year-end
financial close process. Additionally, our audit committee will increase its
review of our disclosure controls and procedures. We also intend to develop and
implement policies and procedures for the financial close and reporting process,
such as identifying the roles, responsibilities, methodologies, and
review/approval process. We believe these actions will remediate the material
weaknesses by focusing additional attention and  in our internal
accounting functions. However, the material weaknesses will not be considered
remediated until the applicable remedial controls operate for a sufficient
period of time and management has concluded, through testing, that these
controls are operating effectively.





This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management’s report in this annual
report.





19





This
report shall not be deemed to be filed for purposes of Section 18 of the
Securities Exchange Act of 1934, or otherwise subject to the liabilities of that
section , and is not incorporated by reference into any filing of the Company,
whether made before or after the date hereof, regardless of any general
incorporation language in such filing.





Changes
in Internal Controls





There
have been no changes in our internal control over financial reporting that
occurred during our fiscal quarter ended December 31, 2008 that have
materially affected, or are reasonable likely to materially affect, our internal
control over financial reporting.




ITEM
      9B.
            OTHER
      INFORMATION.





On March
25, 2009, The Company issued a Press Release that announced the change in the
name of Tenshon, Inc. f.k.a. Shade Down Under, Inc. to Tenshon, Inc. In
addition, a new president and secretary was announced. The 8K regarding this
matter was filed with the Securities and Exchange Commission on March 30, 2009
and incorporated herein by reference.





PART
III




ITEM 10.
            DIRECTORS AND EXECUTIVE
      OFFICERS AND CORPORATE
GOVERNANCE.





Tenshon,
Inc. f.k.a. Shade Down Under, Inc.’s executive officers and directors and their
respective ages as of December 31, 2008 are as follows:





Directors:




Name of Director
            AgeMatthew
      Dickerson
              
              Nathahiel
      Allen
            27
              
              27




Executive
Officers:




Name of Officer
            Age
            OfficeMatthew
      Dickerson
              
              Todd
      Sarager
            27
              
              26
            President,
      Chief Executive Office
              
              Chief
      Financial Officer and Secretary





The term
of office for each director is one year, or until the next annual meeting of the
shareholders.





Biographical
Information




Set forth
below is a brief description of the background and business experience of our
officers and director for the past year.





20





Matthew
Dickerson, President, Member of the Board of Directors





Matthew Dickerson, J.D.,
President and Director, 30, University of Las Vegas, Law, Has successfully owned
and operated several businesses including an online merchandiser and
import/export company. He also worked in the legal field for several years as
advisor to a federal court judge. In July 2008 he relocated from Las Vegas to
pursue the business opportunity presented to him by Tenshon, Inc. f.k.a. Shade
Down Under.





Todd Sarager, Secretary and
CFO, 26, Arizona State University, Accounting. Has effectively managed the
finances of several companies in the construction and land development
industries.  Over the past three years he has been instrumental in
successfully navigating company finances through over $45 million in
Revenues.





Nathaniel Allen,Director, 25,With a background in
Business Development and Commercial Construction, Nathaniel Allen accepted a
position with Tenshon, Inc. f.k.a. Shade Down Under to help develop its
initial web presence and business processes.  Mr. Allen remains a partner
in MTN Development, a commercial real estate developer.  Prior to founding
MTN Development with his partners, he worked for U.S. Franchise Systems a Hyatt
owned franchising company. While working for U.S. Franchise Systems, Mr. Allen
was responsible for developing franchisees in the Arizona and Nevada markets.
The franchisees where then helped by Mr. Allen to develop their new construction
hotel and franchised brand.  He is finishing his undergraduate schooling at
Arizona State University’s Mary Lou Fulton School of Education where he is
studying Business Education. Upon completion, Mr. Allen intends on pursuing a
Master’s of Business Administration.




Significant
Employees





We do not
employ any non-officers who are expected to make a significant contribution to
its business.





Legal
Proceedings





Tenson,
Inc. f.k.a. Shade Down Under's Officers and Director has not been involved,
during the past five years, in any bankruptcy proceeding, conviction or criminal
proceedings; has not been subject to any order, judgment, or decree, not
subsequently reversed or suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business, securities or
banking activities; and has not been found by a court of competent jurisdiction,
the Commission or the Commodity Futures trading Commission to have violated a
federal or state securities or commodities law.





Code of
Ethics





We have
adopted a Code of Ethics for our principal executive and financial
officers.  Our Code of Ethics is filed as an Exhibit to this Annual
Report, Exhibit 14.





Corporate
Governance





Nominating
Committee





21





We have
not established a Nominating Committee because of our limited operations; and
because we have only one director and two officers, we believe that we are able
to effectively manage the issues normally considered by a Nominating
Committee.





Audit
Committee





We have
has not established an Audit Committee because of our limited operations; and
because we have only one director and two officers, we believe that we are able
to effectively manage the issues normally considered by a Audit
Committee.




ITEM
      11.
            EXECUTIVE
      COMPENSATION.




There has
been no cash payment paid to the executive officers or directors for services
rendered in all capacities to us for the period ended December 31, 2008. There
has been no compensation awarded to, earned by, or paid to the executive officer
by any person for services rendered in all capacities to us for the fiscal
period ended December 31, 2008.  No compensation is anticipated within
the next six months to any officer or director of the Company.




Stock Option
Grants




Tenshon,
Inc. f.k.a. Shade Down Under did not grant any stock options to the executive
officer during the most recent fiscal period ended December 31,
2008.  Tenshon, Inc. f.k.a. Shade Down Under has also not granted any
stock options to the executive officer of the Company.




ITEM 12.
            SECURITY OWNERSHIP OF
      CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
      MATTERS.





The
following table provides the names and addresses of each person known to
Tenshon, Inc. f.k.a. Shade Down Under to own more than 5% of the outstanding
common stock as of December 31, 2007 and by the officers and directors,
individually and as a group. Except as otherwise indicated, all shares are owned
directly.




Title
      of class
            
            Name
      and address
              of
      beneficial owner
            
            Amount
      of
              beneficial
      ownership
            
            Percent
              of
      classCommon
      Stock
              
              
              
              
              
              Charles
      Bishop
            
            Allen
      Dickerson, Ltd.
              8490
      S. Power Road
              Suite.105-179
              Gilbert,
      AZ 85297
              
              8490
      S. Power Road
              Suite.105-179
              Gilbert,
      AZ 85297
            
            8,384,400
      shares
              
              
              
              
              
              1,879,000
      shares
            
            69.72%
              
              
              
              
              
              15.63Common
      Stock
            
            As
      a Group
            
            10,263,400
      shares
            
            85.35%







22





The
percent of class is based 12,025,600 shares of common stock issued and
outstanding as of December 31, 2008.




ITEM 13.
            CERTAIN RELATIONSHIPS AND
      RELATED TRANSACTIONS, AND DIRECTOR
  INDEPENDENCE.





During
Fiscal Year 2008, there were no material transactions between the Company and
any Officer, Director or related party. None of the following parties has, since
the date of incorporation, had any material interest, direct or indirect, in any
transaction with us or in any presently proposed transaction that has or will
materially affect us:




-The
Officers and Directors;




-Any
person proposed as a nominee for election as a director;




-Any
person who beneficially owns, directly or indirectly, shares carrying more than
5% of the voting rights attached to the outstanding shares of common
stock;




-Any
relative or spouse of any of the foregoing persons who have the same house as
such person.





Any
future transactions between us and our Officers, Directors, and Affiliates will
be on terms no less favorable to us than can be obtained from unaffiliated third
parties. Such transactions with such persons will be subject to approval of our
Board of Directors.





ITEM 14.
            PRINCIPAL ACCOUNTANT FEES
      AND SERVICES.





As of
December 31, 2008 the Company has incurred auditing expenses of approximately
$8,550 which includes bookkeeping and auditing services.  There were
no other audit related services or tax fees incurred


PART
IV




ITEM 15.
            EXHIBITS AND FINANCIAL
      STATEMENT SCHEDULES.





(a)
            The
      following documents have been filed as a part of this Annual Report on
      Form 10-K.





1.
            Financial
      Statements





PageReport
      of Independent Registered Public Accounting Firm
                  F-2Balance
      Sheets
                  F-4Statements
      of Operations
                  F-5Statements
      of Stockholders' Equity
                  F-6Statements
      of Cash Flows
                  F-7Notes
      to Financial Statements
                  F-8





2.
            Financial
      Statement Schedules.


All
schedules are omitted because they are not applicable or not required or because
the required information is included in the Financial Statements or the Notes
thereto.





23








3.
            Exhibits.


The
following exhibits are filed as part of, or incorporated by reference into, this
Annual Report:





EXHIBIT


NUMBER
            DESCRIPTION





3.1
            Articles
      of Incorporation are incorporated herein by reference to Form S-1, filed
      on June 27, 2008.





3.2
              By-Laws
      Incorporation are incorporated herein by reference to Form S-1, filed on
      May 28, 2007.




23.1
              Consent
      of Accountant


31.1
            8650
      SECTION 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL
      OFFICER




32.1
            4700
      CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
      SECTION








24





SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.




TENSHON,
      INC. F.K.A. SHADE DOWN UNDER, INC.By:
            /s/  Matthew
      DickersonMatthew
      DickersonPresidentChief
      Executive OfficerChief
      Financial OfficerChief
      Accounting OfficerSecretary,
      DirectorDate:
      March 31, 2009





25





FINANCIAL
STATEMENTS









MOORE
& ASSOCIATES, CHARTERED




ACCOUNTANTS AND
ADVISORS




PCAOB REGISTERED









REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM









To
the Board of Directors




Tenshon,
Inc. fka Shade Down Under, Inc.




(A
Development Stage Company)









We have
audited the accompanying balance sheets of Tenshon, Inc. fka Shade Down Under,
Inc. (A Development Stage Company) as of December 31, 2008 and 2007, and the
related statements of operations, stockholders’ equity and cash flows for the
year ended December 31, 2008 and the periods from inception on May 29, 2007
through December 31, 2007 and 2008. These financial statements are the
responsibility of the Company’s management.  Our responsibility is to
express an opinion on these financial statements based on our
audits.









We
conduct our audits in accordance with standards of the Public Company Accounting
Oversight Board (United States).  Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.









In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Tenshon, Inc. fka Shade Down Under,
Inc. (A Development Stage Company) as of December 31, 2008 and 2007, and the
related statements of operations, stockholders’ equity and cash flows for the
year ended December 31, 2008 and the periods from inception on May 29, 2007
through December 31, 2007 and 2008, in conformity with accounting principles
generally accepted in the United States of America.







F-2





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 4 to the
financial statements, the Company has an accumulated deficit of $83,368, which raises
substantial doubt about its ability to continue as a going
concern.  Management’s plans concerning these matters are also
described in Note 4.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.









/s/
Moore & Associates, Chartered







Moore
& Associates, Chartered




Las
Vegas, Nevada




March 19,
2009









6490 West Desert Inn Rd, Las
Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501







F-3





TENSHON,
      INC. F.K.A. SHADE DOWN UNDER, INC(A
      Development Stage Company)Balance
      SheetsDecember
      31, 2008
                
                December
      31, 2007ASSETSCurrent
      assetsCash
                
                
                505
                
                
                
                24,250Accounts
      receivable
                
                
                680
                
                
                
                -Total
      current assets
                
                
                1,185
                
                
                
                24,250Total
      assets
                
                $
                1,185
                
                
                $
                24,250LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)Current
      liabilitiesAccounts
      payable
                
                $
                787
                
                
                $
                -Loan
      from shareholder
                
                
                15,000
                
                
                
                -Total
      current liabilities
                
                
                15,787
                
                
                
                -Stockholders'
      Equity (Deficit)Preferred
      stock, $.001 par value; 5,000,000 shares authorized, no shares issued or
      outstanding
                
                
                -
                
                
                
                -Common
      stock, $.001 par value; 70,000,000 shares authorized, 12,025,600 and
      9,395,000 shares issued and outstanding at December 31, 2008 and
      2007
                
                
                12,026
                
                
                
                9,395Additional
      paid in capital
                
                
                56,740
                
                
                
                41,855Accumulated
      deficit during the Development Stage
                
                
                (83,368
                )
                
                
                (27,000
                )Total
      stockholders' equity (deficit)
                
                
                (14,602
                )
                
                
                24,250Total
      liabilities and stockholders' equity (deficit)
                
                $
                1,185
                
                
                $
                24,250See
      accompanying notes to financial statements





F-4





TENSHON,
      INC. F.K.A. SHADE DOWN UNDER, INC(A
      Development Stage Company)Statements
      of OperationsYear
      ended December 31, 2008
                
                
                For
      the period from May 29, 2007 (inception) to December 31,
    2007
                
                
                For
      the period from May 29, 2007 (inception) to December 31,
    2008Revenue
                
                $
                8,602
                
                
                $
                -
                
                
                $
                8,602Cost
      of Sales
                
                
                5,174
                
                
                
                -
                
                
                
                5,174Gross
      Margin
                
                
                3,428
                
                
                
                -
                
                
                
                3,428Operating
      ExpensesGeneral
      and administrative
                
                
                3,037
                
                
                
                27,000
                
                
                
                30,037Advertising
                
                
                2,578
                
                
                
                -
                
                
                
                2,578Professional
      fees
                
                
                54,181
                
                
                
                -
                
                
                
                54,181Total
      operating expenses
                
                
                59,796
                
                
                
                27,000
                
                
                
                86,796Provision
      for Income Taxes
                
                
                -
                
                
                
                -
                
                
                
                -Net
      loss
                
                $
                (56,368
                )
                
                $
                (27,000
                )
                
                $
                (83,368
                )Basic
      and diluted loss per common share
                
                $
                (0.01
                )
                
                $
                (0.00
                )Weighted
      average shares outstanding
                
                
                9,790,309
                
                
                
                9,197,500See
      accompanying notes to financial statements





F-5





TENSHON,
      INC. F.K.A. SHADE DOWN UNDER, INC(A
      Development Stage Company)Statements
      of Stockholders' EquityFor
      the Period of May 29, 2007 (Inception) to December 31,
2008Common
      Stock
                
                Additional
      Paid-In Capital
                
                Accumulated
      Deficit
                
                TotalShares
                
                AmountBalance,
      May 29, 2007 (Inception)
                
                
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Shares
      issued for services at $.001 per share, May 14, 2007
                
                
                9,000,000
                
                
                
                9,000
                
                
                
                -
                
                
                
                -
                
                
                
                9,000Contributed
      capital, May 20, 2007
                
                
                -
                
                
                
                -
                
                
                
                2,750
                
                
                
                -
                
                
                
                2,750Shares
      issued for cash at $.01 per share, December 14, 2007
                
                
                395,000
                
                
                
                395
                
                
                
                39,105
                
                
                
                -
                
                
                
                39,500Net
      loss, Period from May 29, 2007 (inception) to December 31,
      2007
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (27,000
                )
                
                
                (27,000
                )Balance,
      December 31, 2007
                
                
                9,395,000
                
                
                
                9,395
                
                
                
                41,855
                
                
                
                (27,000
                )
                
                
                24,250Shares
      issued for services at $.01 per share, December 17, 2008
                
                
                751,600
                
                
                
                752
                
                
                
                6,764
                
                
                
                -
                
                
                
                7,516Shares
      issued for cash at $.005 per share, October 17, 2008
                
                
                1,879,000
                
                
                
                1,879
                
                
                
                8,121
                
                
                
                -
                
                
                
                10,000Net
      loss, Year Ended December 31, 2008
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (56,368
                )
                
                
                (56,368
                )Balance,
      December 31, 2008
                
                
                12,025,600
                
                
                $
                12,026
                
                
                $
                56,740
                
                
                $
                (83,368
                )
                
                $
                (14,602
                )See
      accompanying notes to financial statements





F-6





TENSHON,
      INC. F.K.A. SHADE DOWN UNDER, INC(A
      Development Stage Company)Statements
      of Cash FlowsYear
      ended December 31, 2008
                
                
                From
      the period of May 29, 2007 (inception) to December 31,
2007
                
                
                From
      the period of May 29, 2007 (inception) to December 31,
2008Operating
      activitiesNet
      loss
                
                $
                (56,368
                )
                
                $
                (27,000
                )
                
                $
                (83,368
                )Adjustments
      to reconcile net income to net cash used in operating
      activitiesCommon
      stock issued for services
                
                
                7,516
                
                
                
                9,000
                
                
                
                16,516Changes
      in operating assets and liabilitiesAccounts
      receivable
                
                
                (680
                )
                
                
                -
                
                
                
                (680
                )Accounts
      payable
                
                
                787
                
                
                
                -
                
                
                
                787Net
      cash used in operating activities
                
                
                (48,745
                )
                
                
                (18,000
                )
                
                
                (66,745
                )Net
      cash used in investing activities
                
                
                -
                
                
                
                -
                
                
                
                -Financing
      activitiesProceeds
      from shareholder loan
                
                
                15,000
                
                
                
                
                
                
                
                15,000Contributed
      capital
                
                
                -
                
                
                
                2,750
                
                
                
                2,750Proceeds
      from sale of stock
                
                
                10,000
                
                
                
                39,500
                
                
                
                49,500Net
      cash provided by financing activities
                
                
                25,000
                
                
                
                42,250
                
                
                
                67,250Net
      increase in cash
                
                
                (23,745
                )
                
                
                24,250
                
                
                
                505Cash
      at beginning of period
                
                
                24,250
                
                
                
                -
                
                
                
                -Cash
      at end of period
                
                $
                505
                
                
                $
                24,250
                
                
                $
                505Disclosure
      of non-cash financing activities:Issuance
      of common stock for services
                
                $
                7,516
                
                
                $
                9,000
                
                
                $
                16,516Supplemental
      Cash Flow Information:Cash
      paid for interest
                
                $
                -
                
                
                $
                -
                
                
                $
                -Cash
      paid for income taxes
                
                $
                -
                
                
                $
                -
                
                
                $
                -See
      accompanying notes to financial statements





F-7





TENSHON,
INC. F.K.A. SHADE DOWN UNDER, INC




Notes
to Financial Statements




December
31, 2008









NOTE
1 - NATURE OF ORGANIZATION









Nature of
Business









Tenshon,
Inc. f.k.a. Shade Down Under, Inc. (the Company) was incorporated under the laws
of the State of Nevada on May 29, 2007 with a principal business objective of
manufacturing and installing commercial and residential shading structures. The
Company has realized minimal revenues to date and therefore classified as a
development stage company in accordance with SFAS No. 7 “Accounting and Reporting by
Development Stage Companies.”









The
Company has elected a December 31 year end.









NOTE
2 – SIGNIFICANT ACCOUNTING POLICIES









Depreciation









The cost
of the property and equipment will be depreciated over the estimated useful life
of 5 years.  Depreciation is computed using the straight-line method
when the assets are placed in service. The Company has no depreciable property
as of December 31, 2008 or 2007.









Cash and Cash
Equivalents









For the
purpose of the statement of cash flows, the Company considers all highly liquid
investments purchased with a maturity of three months or less to be cash
equivalents. As of December 31, 2008, the Company had $505 of cash and no cash
equivalents.


F-8





TENSHON,
INC. F.K.A. SHADE DOWN UNDER, INC




Notes
to Financial Statements




December
31, 2008




Estimates









The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period.  Actual results could differ from those
estimates.









Revenue
Recognition









The
Company recognizes when products are fully delivered or services have been
provided, the price is determined or fixed, and collection is reasonably
assured. From May 29, 2007 (inception) to December 31, 2008, the Company has
recognized $8,601 in revenues.









Advertising









The
Company follows the policy of charging the costs of advertising to expense as
incurred.  The Company incurred $2,578 and no advertising costs during
the periods ended December 31, 2008 and 2007 respectively.







F-9





TENSHON,
INC. F.K.A. SHADE DOWN UNDER, INC




Notes
to Financial Statements




December
31, 2008








NOTE
2 – SIGNIFICANT ACCOUNTING POLICIES (Continued)









Concentrations of
Risk









The
Company’s cash is deposited in bank accounts and are held in insured
institutions. The funds are insured up to $100,000. At December 31, 2008 and
2007, the Company’s bank deposits did not exceed the insured
amounts








Loss per Common
Share









The
Computation of basic loss per share of common stock is based on the weighted
average number of shares outstanding during the period. The following table sets
forth the basic and diluted loss per share for the periods ended December 31,
2008 and 2007:









Year
      ended December 31, 2008
                
                
                From
      May 29, 2007 (inception) to December 31, 2007Net
      loss
                
                $
                (56,368
                )
                
                $
                (27,000
                )Weighted
      average shares outstanding (basic and diluted)
                
                
                9,790,309
                
                
                
                9,197,500Net
      loss per share (basic and diluted)
                
                $
                (0.01
                )
                
                $
                (0.00
                )










F-10





TENSHON,
INC. F.K.A. SHADE DOWN UNDER, INC




Notes
to Financial Statements




December
31, 2008




Income
Taxes









Deferred
taxes are provided on a liability method whereby deferred tax assets are
recognized for deductible temporary differences and operating loss and tax
credit carryforwards and deferred tax liabilities are recognized for taxable
temporary differences.  Temporary differences are the differences
between the reported amounts of assets and liabilities and their tax
bases.  Deferred tax assets are reduced by a valuation allowance when,
in the opinion of management, it is more likely than not that some portion or
all of the deferred tax assets will to be realized.  Deferred tax
assets and liabilities are adjusted for the effects of changes in tax laws and
rates on the date of enactment.









Net
deferred tax assets consist of the following components as of December 31,
2008:








December
      31, 2008Net
      operating loss carry forward
                  
                  $
                  66,852Valuation
      allowance
                  
                  
                  (66,852
                  )Net
      deferred tax asset
                  
                  $
                  -







NOTE
2 – SIGNIFICANT ACCOUNTING POLICIES (Continued)









Income Taxes
(continued)












A
reconciliation of income taxes computed at the statutory rate to the income tax
amount recorded is as follows:







F-11





TENSHON,
INC. F.K.A. SHADE DOWN UNDER, INC




Notes
to Financial Statements




December
31, 2008









Since
      InceptionTax
      at statutory rate (35%)
                  
                  $
                  23,298Increase
      in valuation allowance
                  
                  
                  (23,298
                  )Net
      deferred tax asset
                  
                  $
                  -







At
December 31, 2008, the Company had net operating loss carryforwards of
approximately $66,852, which represents the accumulated net losses of $83,368
less $16,156 of common stock issued for services, that may be offset against
future taxable income through 2028.  No tax benefit has been reported
in the December 31, 2008 financial statements since the potential tax benefit is
offset by a valuation allowance of the same amount.








Due to
the change in ownership provisions of the Tax Reform Act of 1986, net operating
loss carry forwards for Federal income tax reporting purposes are subject to
annual limitations.  Should a change in ownership occur, net operating
loss carryforwards may be limited as to use in future years.









Dividends









The
Company has not adopted and policy regarding the payment of dividends. No
dividends have been paid during any of the periods presented.







F-12





TENSHON,
INC. F.K.A. SHADE DOWN UNDER, INC




Notes
to Financial Statements




December
31, 2008









Share-Based
Payments









The
Company adopted SFAS No. 123-R effective January 1, 2006 using the
modified prospective method. Under this transition method, stock compensation
expense includes compensation expense for all stock-based compensation awards
granted on or after January 1,2006, based on the grant-date fair value
estimated in accordance with the provisions of SFAS No. 123-R.









NOTE
3- RELATED PARTY TRANSACTIONS









The
Company has received advances from related parties in order to fund operations.
The advances are non interest bearing, unsecured and due upon demand. The
Company owes $15,000 for such advances as of December 31, 2008. Imputed interest
has been considered but was determined to have an immaterial impact on the
financial statements and as such is not included herein.









The
Company neither owns nor leases any real or personal property.  An
officer or resident agent of the corporation provides office services without
charge.  Such costs are immaterial to the financial statements and
accordingly, have not been reflected therein.  The officers and
directors for the Company are involved in other business activities and may, in
the future, become involved in other business opportunities.  If a
specific business opportunity becomes available, such persons may face a
conflict in selecting between the Company and their other business
interest.  The Company has not formulated a policy for the resolution
of such conflicts.




NOTE 4 – GOING
CONCERN









The
Company’s financial statements are prepared using generally accepted accounting
principles applicable to a going concern which contemplates the realization of
assets and liquidation of liabilities in the normal course of
business.  The Company has had no revenues and has generated losses
from operations.







F-13





TENSHON,
INC. F.K.A. SHADE DOWN UNDER, INC




Notes
to Financial Statements




December
31, 2008









In order
to continue as a going concern and achieve a profitable level of operations, the
Company will need, among other things, additional capital resources and to
develop a consistent source of revenues.  The ability of the Company to
continue as a going concern is dependent upon its ability to successfully
accomplish the plan described in the preceding paragraph and eventually attain
profitable operations.  The accompanying financial statements do not
include any adjustments that might be necessary if the Company is unable to
continue as a going concern.









NOTE
5 – WARRANTS AND OPTIONS









There are
no options, warrants, or other potentially dilutive securities outstanding nor
does the Company intend to acquire any shares of the Company as treasury
stock.








NOTE
6 – RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS









In
June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities,
(“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in
share-based payment transactions are participating securities prior to vesting,
and therefore need to be included in the computation of earnings per share under
the two-class method as described in FASB Statement of Financial Accounting
Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for
financial statements issued for fiscal years beginning on or after
December 15, 2008 and earlier adoption is prohibited. We are not required
to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have
material effect on our consolidated financial positionand results of
operations if adopted.









In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial Guarantee Insurance Contracts-and interpretation of
FASB Statement No. 60”.  SFAS No. 163 clarifies how Statement 60
applies to financial guarantee insurance contracts, including the recognition
and measurement of premium revenue and claims liabilities.







F-14





TENSHON,
INC. F.K.A. SHADE DOWN UNDER, INC




Notes
to Financial Statements




December
31, 2008









This
statement also requires expanded disclosures about financial guarantee insurance
contracts. SFAS No. 163 is effective for fiscal years beginning on or after
December 15, 2008, and interim periods within those years. SFAS No. 163 has no
effect on the Company’s financial position, statements of operations, or cash
flows at this time.









In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“The Hierarchy of Generally Accepted Accounting Principles”.  SFAS No.
162 sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB’s amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on
the Company’s financial position, statements of operations, or cash flows at
this time.









NOTE
6 – RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED)









In March
2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161,
Disclosures about Derivative Instruments and Hedging Activities—an amendment of
FASB Statement No. 133.  This standard requires companies to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity’s financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. The Company has not yet
adopted the provisions of SFAS No. 161, but does not expect it to have a
material impact on its consolidated financial position, results of operations or
cash flows.









In
December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding
the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in
developing an estimate of expected term of "plain vanilla" share options in
accordance with SFAS No. 123 (R), Share-Based Payment.







F-15





TENSHON,
INC. F.K.A. SHADE DOWN UNDER, INC




Notes
to Financial Statements




December
31, 2008









In
particular, the staff indicated in SAB 107 that it will accept a company's
election to use the simplified method, regardless of whether the company has
sufficient information to make more refined estimates of expected term. At the
time SAB 107 was issued, the staff believed that more detailed external
information about employee exercise behavior (e.g., employee exercise patterns
by industry and/or other categories of companies) would, over time, become
readily available to companies. Therefore, the staff stated in SAB 107 that it
would not expect a company to use the simplified method for share option grants
after December 31, 2007. The staff understands that such detailed information
about employee exercise behavior may not be widely available by December 31,
2007. Accordingly, the staff will continue to accept, under certain
circumstances, the use of the simplified method beyond December 31, 2007. The
Company currently uses the simplified method for “plain vanilla” share options
and warrants, and will assess the impact of SAB 110 for fiscal year 2009. It is
not believed that this will have an impact on the Company’s consolidated
financial position, results of operations or cash flows.









In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51.  This
statement amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. Before this statement was issued,
limited guidance existed for reporting noncontrolling interests.




As a
result, considerable diversity in practice existed. So-called minority interests
were reported in the consolidated statement of financial position as liabilities
or in the mezzanine section between liabilities and equity. This statement
improves comparability by eliminating that diversity. This statement is
effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008 (that is, January 1, 2009, for entities
with calendar year-ends). Earlier adoption is prohibited. The effective date of
this statement is the same as that of the related Statement 141 (revised 2007).
The Company will adopt this Statement beginning March 1, 2009. It is not
believed that this will have an impact on the Company’s consolidated financial
position, results of operations or cash flows.







F-16





TENSHON,
INC. F.K.A. SHADE DOWN UNDER, INC




Notes
to Financial Statements




December
31, 2008









NOTE
6 – RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED)









In
December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
Combinations’.  This Statement replaces FASB Statement No. 141,
Business Combinations, but retains the fundamental requirements in
Statement 141.  This Statement establishes principles and
requirements for how the acquirer: (a) recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree; (b) recognizes and measures the
goodwill acquired in the business combination or a gain from a bargain purchase;
and (c) determines what information to disclose to enable users of the financial
statements to evaluate the nature and financial effects of the business
combination. This statement applies prospectively to business combinations for
which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008. An entity may not
apply it before that date. The effective date of this statement is the same as
that of the related FASB Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements.  The Company will adopt this
statement beginning March 1, 2009. It is not believed that this will have an
impact on the Company’s consolidated financial position, results of operations
or cash flows.









In
February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for
Financial Assets and Liabilities—Including an Amendment of FASB Statement No.
115.  This standard permits an entity to choose to measure many
financial instruments and certain other items at fair value. This option is
available to all entities. Most of the provisions in FAS 159 are elective;
however, an amendment to FAS 115 Accounting for Certain Investments in Debt and
Equity Securities applies to all entities with available for sale or trading
securities. Some requirements apply differently to entities that do not report
net income. SFAS No. 159 is effective as of the beginning of an entity’s first
fiscal year that begins after November 15, 2007. Early adoption is permitted as
of the beginning of the previous fiscal year provided that the entity makes that
choice in the first 120 days of that fiscal year and also elects to apply the
provisions of SFAS No. 157 Fair Value Measurements.







F-17





TENSHON,
INC. F.K.A. SHADE DOWN UNDER, INC




Notes
to Financial Statements




December
31, 2008




The
Company will adopt SFAS No. 159 beginning March 1, 2008 and is currently
evaluating the potential impact the adoption of this pronouncement will have on
its consolidated financial statements.









In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. 
This statement defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles (GAAP), and expands
disclosures about fair value measurements. This statement applies under other
accounting pronouncements that require or permit fair value measurements, the
Board having previously concluded in those accounting pronouncements that fair
value is the relevant measurement attribute. Accordingly, this statement does
not require any new fair value measurements. However, for some entities, the
application of this statement will change current practice. This statement is
effective for financial statements issued for fiscal years beginning after
November 15, 2007, and interim periods within those fiscal years. Earlier
application is encouraged, provided that the reporting entity has not yet issued
financial statements for that fiscal year, including financial statements for an
interim period within that fiscal year. The Company will adopt this statement
March 1, 2008, and it is not believed that this will have an impact on the
Company’s consolidated financial position, results of operations or cash
flows.









NOTE
7 – SUBSEQUENT EVENTS









In
January 2009, the Company issued a total of 774,400 shares of its common stock
for consideration of professional services provided.









Subsequent
to the balance sheet date, the Company changed its name to Tenshon, Inc.,
offering the same services and products to its customers.







F-18





TENSHON,
INC. F.K.A. SHADE DOWN UNDER, INC




Notes
to Financial Statements




December
31, 2008




NOTE
8 – STOCKHOLDERS’ EQUITY









The
Company is authorized to issue up to 70,000,000 shares of its $.001 par value
common stock and 5,000,000 shares of its $.001 par value preferred stock. At
December 31, 2008 and 2007, there were 12,025,600 and 9,395,000 shares of common
stock issued and outstanding respectively. No shares of preferred stock have
been issued since the Company’s inception on May 29, 2007.









From the
period of May 29, 2007 (inception) to December 31, 2007, the Company issued
9,000,000 shares of its common stock for services valued at $9,000 to its
founders. The Company also issued 395,000 shares of its common stock for cash at
$0.10 per share for total proceeds of $39,500.









During
the year ended December 31, 2008, the Company issued 751,600 shares of its
common stock for services valued at $7,561. The Company also issued 1,879,000
shares of its common stock for total cash proceeds of $10,000.







F-19