UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





(Mark
One)


[X]
                  QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the quarterly period ended March 31, 2009[
       ]
                  TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACTFor
      the transition period from _________________ to
      _________________Commission
      file number 333-151979Tenshon,
      Inc. f.k.a. Shade Down Under, Inc.(Exact
      name of small business issuer as specified in its
  charter)Nevada
                  59-3842098(State
      or jurisdiction of incorporation or organization)
                  (I.R.S.
      Employer Identification No.)8490
      S Power Rd, Ste 105-179Gilbert,
      Arizona 85297(Address
      of principal executive offices)(480)
      663-3166(Issuer's
      telephone number)(Former
      name, former address and former fiscal year, if changed since last
      report)







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 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. [X] Yes [  ] No







1







Indicate
by a check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accredited 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.




Large
accelerated filer [  ]


Accelerated
filer [  ]


Non-accelerated
filer [  ]


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 [X] No









As of May
13, 2009, there were 12,800,000 shares of the Company’s common stock issued and
outstanding.





2






TABLE
OF CONTENTS




PAGE


PART
      I — FINANCIAL INFORMATIONITEM
      1. FINANCIAL STATEMENTS
              4ITEM
      2. MANAGEMENT’S DISCUSSION AND ANALYSIS OFFINANCIALS
      CONDITION AND RESULTS OF OPERATIONS
              6ITEM
      3. QUANTITATIVE AND QUALITATIVE DISCLOSURESABOUT
      MARKET RISKITEM
      4. CONTROLS AND PROCEDURES
              9ITEM
      5. CONTROLS AND PROCEDURES
              11PART
      II — OTHER INFORMATIONITEM
      1. LEGAL PROCEEDINGS
              12ITEM
      2. UNREGISTERED SALES OF EQUITY SECURITIESAND
      USE OF PROCEEDS
              12ITEMS
      3. DEFAULTS UPON SENIOR SECURITIES
              12ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS
              12ITEM
      5. OTHER INFORMATION
              12ITEM
      6. EXHIBITS AND REPORTS ON FORM 8-K
              12SIGNATURES
              13








3







ITEM
1. FINANCIAL STATEMENTS



































Tenshon,
Inc. f.k.a. Shade Down Under, Inc.









Unaudited
Financial Statements









For the
Three Months Ended March 31, 2009 and 2008 and the




Period of
May 29, 2007 (Inception) to March 31, 2009 with




Balance
Sheets as of March 31, 2009 and December 31, 2008







4







Tenshon,
Inc. f.k.a. Shade Down Under, Inc.









Unaudited
Financial Statements









For the
Three Months Ended March 31, 2009 and 2008 and the




Period of
May 29, 2007 (Inception) to March 31, 2009 with




Balance
Sheets as of March 31, 2009 and December 31, 2008









TABLE OF
CONTENTS









PageBalance
      Sheets
              F-1Statements
      of Operations
              F-2Statements
      of Cash Flows
              F-3Notes
      to the Unaudited Financial Statements
              F-4-5







5






TENSHON,
      INC. F.K.A. SHADE DOWN UNDER, INC(A
      Development Stage Company)Balance
      SheetsMarch
      31, 2009
                      
                      December
      31, 2008(unaudited)ASSETSCurrent
      assetsCash
                      
                      
                      4,478
                      
                      
                      
                      505Accounts
      receivable
                      
                      
                      -
                      
                      
                      
                      680Total
      current assets
                      
                      
                      4,478
                      
                      
                      
                      1,185Total
      assets
                      
                      $
                      4,478
                      
                      
                      $
                      1,185LIABILITIES
      AND STOCKHOLDERS' (DEFICIT)Current
      liabilitiesAccounts
      payable
                      
                      $
                      9,992
                      
                      
                      $
                      787Loan
      from shareholder
                      
                      
                      40,000
                      
                      
                      
                      15,000Total
      current liabilities
                      
                      
                      49,992
                      
                      
                      
                      15,787Stockholders'
      EquityPreferred
      stock, $.001 par value; 5,000,000 shares authorized, no shares issued or
      outstanding
                      
                      
                      -
                      
                      
                      
                      -Common
      stock, $.001 par value; 70,000,000 shares authorized, 12,800,000 and
      12,025,600 shares issued and outstanding at March 31, 2009 and December
      31, 2008
                      
                      
                      12,800
                      
                      
                      
                      12,026Additional
      paid in capital
                      
                      
                      94,686
                      
                      
                      
                      56,740Accumulated
      deficit during the Development Stage
                      
                      
                      (153,000
                      )
                      
                      
                      (83,368
                      )Total
      stockholders' equity
                      
                      
                      (45,514
                      )
                      
                      
                      (14,602
                      )Total
      liabilities and stockholders' equity
                      
                      $
                      4,478
                      
                      
                      $
                      1,185See
      accompanying notes to financial statements





F-1






TENSHON,
      INC. F.K.A. SHADE DOWN UNDER, INC(A
      Development Stage Company)Statements
      of OperationsFor
      the period from May 29, 2007 (inception) to March 31, 2009Three
      months ended March 31,2009
                
                
                2008Revenue
                
                $
                17,965
                
                
                $
                -
                
                
                $
                26,567Cost
      of Sales
                
                
                12,215
                
                
                
                -
                
                
                
                17,389Gross
      Margin
                
                
                5,750
                
                
                
                -
                
                
                
                9,178Operating
      ExpensesGeneral
      and administrative
                
                
                4,173
                
                
                
                20,005
                
                
                
                34,210Advertising
                
                
                11,954
                
                
                
                -
                
                
                
                14,532Professional
      fees
                
                
                59,255
                
                
                
                -
                
                
                
                113,436Total
      operating expenses
                
                
                75,382
                
                
                
                20,005
                
                
                
                162,178Net
      loss
                
                $
                (69,632
                )
                
                
                (20,005
                )
                
                $
                (153,000
                )Basic
      and diluted loss per common share
                
                $
                (0.01
                )
                
                
                (0.00
                )Weighted
      average shares outstanding
                
                
                12,553,213
                
                
                
                9,395,000See
      accompanying notes to financial statements





F-2






TENSHON,
      INC. F.K.A. SHADE DOWN UNDER, INC(A
      Development Stage Company)Statements
      of Cash FlowsFrom
      the period of May 29, 2007 (inception) to March 31, 2009Three
      months ended March 31, 20092009
                
                
                2008Cash
      flows from operating activitiesNet
      loss
                
                $
                (69,632
                )
                
                $
                (20,005
                )
                
                $
                (153,000
                )Adjustments
      to reconcile net income to net cash used in operating
      activitiesCommon
      stock issued for services
                
                
                38,720
                
                
                
                -
                
                
                
                55,236Changes
      in operating assets and liabilitiesAccounts
      receivable
                
                
                680
                
                
                
                -
                
                
                
                -Accounts
      payable
                
                
                9,205
                
                
                
                505
                
                
                
                9,992Net
      cash used in operating activities
                
                
                (21,027
                )
                
                
                (19,500
                )
                
                
                (87,772
                )Net
      cash used in investing activities
                
                
                -
                
                
                
                -
                
                
                
                -Cash
      flows from financing activitiesProceeds
      from shareholder loan
                
                
                25,000
                
                
                
                -
                
                
                
                40,000Contributed
      capital
                
                
                -
                
                
                
                -
                
                
                
                2,750Proceeds
      from sale of stock
                
                
                -
                
                
                
                -
                
                
                
                49,500Net
      cash provided by financing activities
                
                
                25,000
                
                
                
                -
                
                
                
                92,250Net
      increase in cash
                
                
                3,973
                
                
                
                (19,500
                )
                
                
                4,478Cash
      at beginning of period
                
                
                505
                
                
                
                24,250
                
                
                
                -Cash
      at end of period
                
                $
                4,478
                
                
                $
                4,750
                
                
                $
                4,478Disclosure
      of non-cash financing activities:Issuance
      of common stock for services
                
                $
                38,720
                
                
                $
                -
                
                
                $
                55,236Supplemental
      Cash Flow Information:Cash
      paid for interest
                
                $
                -
                
                
                $
                -
                
                
                $
                -Cash
      paid for income taxes
                
                $
                -
                
                
                $
                -
                
                
                $
                -See
      accompanying notes to financial statements





F-3







Tenshon,
Inc. f.k.a. Shade Down Under, Inc.




Note
to Unaudited Financial Statements




For
the Three Months Ended March 31, 2009 and 2008 and the




Period
of May 29, 2007 (Inception) to March 31, 2009









NOTE
1 - CONDENSED FINANCIAL STATEMENTS









The
accompanying financial statements have been prepared by the Company without
audit.  In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the financial
position, results of operations and cash flows at March 31, 2009 and for all
periods presented have been made.




Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted. It is suggested that
these condensed financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's December 31, 2008 audited
financial statements as reported in Form 10-K filed with the SEC on April 2,
2009.The
results of operations for the period ended December 31, 2009 are not necessarily
indicative of the operating results for the full year.




NOTE
2 - GOING CONCERN




The
Company’s financial statements are prepared using generally accepted accounting
principles in the United States of America applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. The Company has not yet established an ongoing source
of revenues sufficient to cover its operating costs and allow it to continue as
a going concern. The ability of the Company to continue as a going concern is
dependent on the Company obtaining adequate capital to fund operating losses
until it becomes profitable. If the Company is unable to obtain adequate
capital, it could be forced to cease operations.




In order
to continue as a going concern, the Company will need, among other things,
additional capital resources. Management’s plan is to obtain such resources for
the Company by obtaining capital from management and significant shareholders
sufficient to meet its minimal operating expenses and seeking equity and/or debt
financing. However management cannot provide any assurances that the Company
will be successful in accomplishing any of its plans.







F-4







Tenshon,
Inc. f.k.a. Shade Down Under, Inc.




Note
to Unaudited Financial Statements




For
the Three Months Ended March 31, 2009 and 2008 and the




Period
of May 29, 2007 (Inception) to March 31, 2009









The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and 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
3 – COMMON STOCK




In
January 2009, the Company issued 774,400 shares of its common stock for services
valued at $.05 per share for a total consideration of $38,720.







F-5









ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIALS CONDITION AND RESULTS OF
OPERATIONS




This
section must be read in conjunction with the unaudited Financial Statements
included in this report.




Management’s
Discussion




Tenshon,
Inc. f.k.a. Shade Down Under, Inc. (“TI”, “Tenshon” or the “Company”) was
incorporated in the State of Nevada on May 29, 2007.




TI is a
pre-manufactured shade sail 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.




While
much of 2007 and 2008 have been spent in structuring for capital growth, we
expect 2009 to be the year in which our operational plans commence full
implementation. The current focus of Tenshon, Inc. is to develop an internet
based marketing program primarily for homeowners who will purchase shade
products, and to provide installation information and direction to ensure
successful shade projects. The principals of TI have been successful in previous
projects for other firms involving the development and utilization of a web
based marketing system for commercial shade projects.  With the assistance
of web optimization specialists, these projects were ranked high on Google,
which provided potential customer interest on a national basis, in addition to
local clients who were directed to the site. While minimal funds have been
generated to date, primarily from our offering, we believe they provide a
sufficient base on which to build, particularly since our initial efforts are
directed towards a web based marketing program.




We
recently rented an office in Gilbert, Arizona and have acquired office equipment
and supplies in order to commence operations. We have generated interest from
outside companies, and believe 2009 will see the establishment of our initial
business base. We are relying on knowledge and industry experience to help us in
making minimal funding go a long way.




In
addition to personal contacts, we have developed an extensive web site featuring
our products and services. As sales increase and discretionary funds become
available, we will research our best option for expanding our products and
services to a broader market.




We
currently have two officers and two directors. Mr. Matthew Dickerson is the
President, Chief Executive Officer and Director. Mr. Todd Sarager is the
Chief Financial Officer and Secretary. The officers allocate time and personal
resources to TI on a part-time basis.  As of the date of this filing,
TI has 12,800,000 shares of $0.001 par value common stock issued and
outstanding.




Our
mailing address of our principal executive offices is located at 8490 S. Power
Road, Suite.105-179, Gilbert, AZ 85297. Our corporate telephone number is (480)
663-3166 and our fax number is (480) 663-3166.





6







Tenshon,
Inc.’s fiscal year end is December 31.




We are a
small, start-up company that has not generated any significant revenues and
lacks a stable customer base.  At the present time, each potential customer
generally obtains his or her shade supplies from several different sources. TI
plans to either stock the actual items most generally needed or whose use is
reasonably anticipated, or to enter into strategic alliances with manufacturers
or large distributors who will maintain such items.




In the
initial approximately twenty-two months operating period from May 29,
2007(inception) to March 31, 2009, the Company generated $26,567 of revenues and
$17,389 in costs of goods sold while incurring $162,178 in professional fees,
advertising costs and general and administrative expenses. This resulted in a
cumulative net loss of $153,000 for the period then ended from inception, which
is equivalent to $(0.01) per share.




During
the three months ended March 31, 2009, the Company generated $17,965 revenues
with a total cost of goods sold of $12,215 while incurring $75,382 in
professional fees, advertising costs and general and administrative expenses.
This resulted in a net loss for three months ended March 31, 2009 of
$69,632.




During
the three months ended March 31, 2008, the Company generated no revenues while
incurring general and administrative costs of $20,005 resulting in a net loss of
$20,005 for the three months ended March 31, 2008.




The net
loss for the period is attributable to the Company being in the development
stage and continuing to build a strong customer base. Management anticipates
increases in revenues through the year as the Company gains a stronger client
base.




Liquidity and Capital
Resources




As of
March 31, 2009, the Company had negative working capital of $45,514 and $4,478
in cash.  All expenses associated with the operation of the Company will be
paid for through loans to the Company from a director until we generate positive
cash flow from current operations. We anticipate being cash flow positive during
calendar year 2009.




TI has
limited capital resources from which to operate.  Without the realization
of either significant cash flow from ongoing revenue or additional capital
investment, the Company may not be able to continue without short term loans
from its current officers and directors.  The Company’s independent
auditors have expressed substantial doubt about the Company's ability to
continue as a going concern.




During
the three months ended March 31, 2009, the Company received $25,000 in
shareholder loans to fund operations.





7







Plan
of Operation





Tenshon,
Inc. is a pre-manufactured shade sail company, specializing in the retail sales
of Coolaroo shade sails that not only provide coverage from the elements, but
also presents architectural and aesthetic shade solutions.





While
much of 2007 and 2008 have been spent in structuring for capital growth, we
expect 2009 to be the year in which our operational plans begin to be
implemented. The current focus of Tenshon (“TI”) is to develop an internet based
marketing program primarily for homeowners who will purchase shade products, and
to provide installation information and direction to ensure successful shade
projects. The principal of TI has been successful in previous projects for other
firms involving the development and utilization of a web based marketing system
for commercial shade projects. With the assistance of web optimization
specialists, these projects were ranked high on Google, which provided
potential customer interest on a national basis, in addition to local clients
who were directed to the site. While minimal funds have been generated to date,
primarily from our offering, we believe they provide a sufficient base on which
to build, particularly since our initial efforts are directed towards a web
based marketing program.





We
recently rented an office in Gilbert, Arizona and have acquired office equipment
and supplies in order to commence operations. We have generated interest from
outside companies, and believe 2009 will see the establishment of our initial
business base. We are relying on knowledge and industry experience to help us in
making minimal funding go a long way.





Tenshon,
Inc. was incorporated on May 29, 2007.  As of March 31, 2009, TI has
generated no significant revenues while incurring substantial expenses as
reflected in the attached financials.  This resulted in a net loss since
inception, which is attributable to general and administrative
expenses.





Since
incorporation, Tenshon, Inc. has financed its operations through minimal initial
capitalization and nominal business activity.





To date,
Tenshon, Inc. has not implemented its fully planned principal operations or
strategic business plan. Presently, TI is attempting to secure sufficient
monetary assets to increase operations.  TI cannot assure any investor that
it will be able to enter into sufficient business operations adequate enough to
ensure continued operations.





The
realization of sales revenues in the next 12 months is important in the
execution of the plan of operations.  However, TI cannot guarantee that it
will generate such growth.  If TI does not produce sufficient cash flow to
support operations over the next 12 months, TI may need to raise additional
capital by issuing capital stock in exchange for cash in order to continue as a
going concern.  There are no formal or informal agreements to attain such
financing.  TI cannot assure any investor that, if needed, sufficient
financing can be obtained or, if obtained, that it will be on reasonable terms.
 Without realization of additional capital, it would be unlikely for
operations to continue.





8






TI
management does not expect to incur research and development costs.





TI
currently does not own any significant plant or equipment that it would seek to
sell in the near future.





TI
management does not anticipate the need to hire employees over the next 12
months; with the possible exception of administrative support should business
develop of a sufficient nature to necessitate such expenditure.  Currently,
TI believes the services provided by its officers and directors appear
sufficient at this time.  TI believes that its operations are currently on
a small scale that is controllable by the present management.





TI has
not paid for expenses on behalf of any director.  Additionally, TI believes
that this policy shall not materially change.





TI has no
plans to seek a business combination with another entity in the foreseeable
future.





ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Foreign
Currency Exchange Risk





Our
revenue is invoiced and received in United States dollars.  We
currently have no customers outside the U.S. and therefore have no exposure to
foreign currency exchange risk.





Interest
Rates





Our
exposure to market risk for changes in interest rates relates primarily to the
increase or decrease in the amount of interest income we earn on our investment
portfolio. Our investment portfolio consists of liquid investments that have
maturities of three months or less. Our risk associated with fluctuating
interest income is limited to investments in interest rate sensitive financial
instruments. Under our current policy, we do not use interest rate derivative
instruments to manage this exposure to interest rate changes. We seek to ensure
the safety and preservation of its invested principal by limiting default risk,
market risk, and reinvestment risk.  We mitigate default risk by
investing in short-term investment grade securities.





ITEM 4. CONTROLS AND PROCEDURES





Management’s Report On Internal Control
Over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting.





9






Internal
control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f)
promulgated under the Securities Exchange Act of 1934 as a process designed by,
or under the supervision of, the company’s principal executive and principal
financial officers and effected by the company’s board of directors, management
and other personnel, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States of America and includes those policies and procedures
that:





·
            Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of the assets of the
      company;


·
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with accounting
      principles generally accepted in the United States of America and that
      receipts and expenditures of the company are being made only in accordance
      with authorizations of management and directors of the company;
      and


·
            Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of the company’s assets that
      could have a material effect on the financial
  statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.  All internal control
systems, no matter how well designed, have inherent limitations.
 Therefore, even those systems determined to be effective can provide only
reasonable assurance with respect to financial statement preparation and
presentation.  Because of the inherent limitations of internal control,
there is a risk that material misstatements may not be prevented or detected on
a timely basis by internal control over financial reporting. However, these
inherent limitations are known features of the financial reporting process.
 Therefore, it is possible to design into the process safeguards to reduce,
though not eliminate, this risk.





As of
March 31, 2009, management assessed the effectiveness of our internal control
over financial reporting based on the criteria for effective internal control
over financial reporting established in Internal Control--Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission
("COSO") and SEC guidance on conducting such assessments.  Based on that
evaluation, they concluded that, during the period covered by this report, such
internal controls and procedures were not effective to detect the inappropriate
application of US GAAP rules as more fully described below.  This was due
to deficiencies that existed in the design or operation of our internal controls
over financial reporting that adversely affected our internal controls and that
may be considered to be material weaknesses.





10






The
matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee due
to a lack of a majority of independent members and a lack of a majority of
outside directors on our board of directors, resulting in ineffective oversight
in the establishment and monitoring of required internal controls and
procedures; (2) inadequate segregation of duties consistent with control
objectives; and (3) ineffective controls over period end financial disclosure
and reporting processes.  The aforementioned material weaknesses were
identified by our Chief Executive Officer in connection with the review of our
financial statements as of (End of Quarter).





Management
believes that the material weaknesses set forth in items (2) and (3) above did
not have an effect on our financial results.  However, management believes
that the lack of a functioning audit committee and the lack of a majority of
outside directors on our board of directors results in ineffective oversight in
the establishment and monitoring of required internal controls and procedures,
which could result in a material misstatement in our financial statements in
future periods.





Management’s Remediation
Initiatives





In an
effort to remediate the identified material weaknesses and other deficiencies
and enhance our internal controls, we have initiated, or plan to initiate, the
following series of measures:





·
            We
      will create a position to segregate duties consistent with control
      objectives and will increase our personnel resources and technical
      accounting expertise within the accounting function when funds are
      available to us,  and;


·
            We
      plan to appoint one or more outside directors to our board of directors
      who shall be appointed to an audit committee resulting in a fully
      functioning audit committee who will undertake the oversight in the
      establishment and monitoring of required internal controls and procedures
      such as reviewing and approving estimates and assumptions made by
      management when funds are available to us.




ITEM
      5. CONTROLS AND PROCEDURES







Based on
their most recent review, which was completed within ninety days of the filing
of this report, TI’s Officers have concluded that the Company’s disclosure
controls and procedures are not effective to ensure that information required to
be disclosed by TI in the reports it files or submits under the Securities
Exchange Act of 1934, as amended, is accumulated and communicated to TI’s
management, including its Officers, as appropriate to allow timely decisions
regarding required disclosure and are effective to ensure that such information
is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and forms.
 There were no significant changes in TI’s internal controls or in other
factors that could significantly affect those controls subsequent to the date of
their evaluation.





11






PART
II — OTHER INFORMATION




ITEM
      1. LEGAL PROCEEDINGS




None.




ITEM
      2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
    PROCEEDS




None




ITEMS
      3. DEFAULTS UPON SENIOR SECURITIES




None.




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




None.




ITEM
      5. OTHER INFORMATION




None




ITEM
      6. EXHIBITS AND REPORTS ON FORM 8-K




(a) Exhibits required by Item 601
      of Regulation S-B


Exhibit
      Number
            Name
      and/or Identification of Exhibit31.1
            Certification
      of Principal Executive Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200231.2
            Certification
      of Principal Financial Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200232.1
            Certification
      of Principal Executive Officer and Principal Financial Officer Pursuant to
      Section 906 of the Sarbanes-Oxley Act 0f
2002




(b)
Reports on Form 8-K




During
the period ended March 31, 2009, TENSHON, INC. filed the following Current
Reports on Form 8-K:







Date
      of Report
            Date
      Filed
            Items
      Reported8K
            April
      1, 2009
            Officer
      Change and Name Change





12







SIGNATURES




In
accordance with the requirements of the Exchange Act, the registrant caused this
amended report to be signed on its behalf by the undersigned, thereunto duly
authorized.












Tenshon,
      Inc.(Registrant)Signature
              Title
              Date/s/Matthew
      Dickerson
              President,
      CEO, Treasurer  & Director
              May
      13, 2009Matthew
      Dickerson/s/Todd
      Sarager
              Chief
      Financial Officer & Secretary
              May
      13, 2009Todd
      Sarager/s/Todd
      Sarager
              Principal
      Accounting Officer
              May
      13, 2009Todd
      Sarager








13