U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-QSB





x QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934





For the
quarterly period ended: September 30,
2009





 ̈ TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934


For the
transition period from ________ to _________





Commission
file number 000-53098





SHATRUSEN,
INC.


(Exact
name of registrant as specified in its charter)




Nevada
                26-1540683(State
      or other jurisdiction of incorporation or organization)
                (I.R.S.
      Employer Identification
No.)





8456 SW 109thLane Road, Ocala FL34481


(Address
of principal executive offices)





(704)
492-3986


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 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.    
 x  Yes    ̈  No





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files).


 ̈ Yes   ̈ No





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.





Large
      accelerated filer    ̈
            
            Accelerated
      filer      ̈Non-accelerated
      filer      ̈  (Do
      not check if a 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 Act).  x  Yes   o  No





APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PRECEDING FIVE YEARS





Check
whether the registrant filed all documents and reports required to be filed by
Section l2, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a court. Yes  ̈ No  ̈





APPLICABLE
ONLY TO CORPORATE ISSUERS





State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date:  At November 13, 2009 there were
1,000,000 shares of common stock outstanding.





Item
1. Financial Statements





PageBalance
      Sheet as of September 30, 2009 (unaudited)and
      December 31, 2008 (audited)
                                  F-1Statement
      of Operations for the three and nine months ended September 30, 2009And
      2008 (unaudited) for the period from inception (December 4, 2007) through
      September 30, 2009
                                  F-2Statement
      of Changes in Stockholders’ Deficit
                                  F-3Statement
      of Cash Flows for the nine months ended September 30, 2009 and 2008
      (unaudited) and for the period from inception (December 4, 2007) throughSeptember
      30, 2009
                                  F-4Notes
      to Financial Statements.
                                  F-5


2


SHATRUSEN,
INC.
 (A
development stage company)
 UNAUDITED
FINANCIAL STATEMENTS
 NOTES TO
THE UNAUDITED FINANCIAL STATEMENTS
 FOR THE
NINE MONTHS ENDED SEPTEMBER 30, 2009
 
 Shatrusen,
      Inc.(A
      Development Stage Company)Balance
      Sheet
 
 As ofSeptember 30, 2009
                                    
                                    
                                    December 31, 2008(unaudited)
                                    
                                    
                                    (audited)ASSETSCURRENT ASSETS:Cash
                                    
                                    $
                                    100
                                    
                                    
                                    $
                                    100TOTAL
      CURRENT ASSETS
                                    
                                    
                                    100
                                    
                                    
                                    
                                    100TOTAL
      ASSETS
                                    
                                    $
                                    100
                                    
                                    
                                    $
                                    100LIABILITIES
      AND STOCKHOLDERS' DEFICITCURRENT LIABILITIES:Note
      Payable to a Related Party
                                    
                                    
                                    9,000
                                    
                                    
                                    
                                    9,000Accrued
      Expenses
                                    
                                    
                                    5,260
                                    
                                    
                                    
                                    4,580TOTAL
      CURRENT LIABILITIES
                                    
                                    
                                    14,260
                                    
                                    
                                    
                                    13,580TOTAL
      LIABILITIES
                                    
                                    
                                    14,260
                                    
                                    
                                    
                                    13,580STOCKHOLDERS' DEFICITPreferred
      stock ($0.0001 par value; 10,000,000 shares authorized; no
      sharesissued
      and outstanding)
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Common
      stock ($0.0001 par value; 100,000,000 shares authorized:1,000,000
      issued and outstanding)
                                    
                                    
                                    100
                                    
                                    
                                    
                                    100Paid
      in Capital
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Accumulated
      Deficit
                                    
                                    
                                    (14,260
                                    )
                                    
                                    
                                    (13,580
                                    )TOTAL
      STOCKHOLDERS' DEFICIT
                                    
                                    
                                    (14,160
                                    )
                                    
                                    
                                    (13,480
                                    )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
                                    
                                    $
                                    100
                                    
                                    
                                    $
                                    100
 
  F-1
  SHATRUSEN,
INC.
 (A
development stage company)
 UNAUDITED
FINANCIAL STATEMENTS
 NOTES TO
THE UNAUDITED FINANCIAL STATEMENTS
 FOR THE
NINE MONTHS ENDED SEPTEMBER 30, 2009
 
 Shatrusen,
      Inc.(A
      Development Stage Company)Statement
      of Operations—Unaudited
 
 CumulativeFor the three months ended
                                          
                                          
                                          For the nine months ended
                                          
                                          
                                          TotalsSeptember 30,
                                          
                                          
                                          September 30,
                                          
                                          
                                          Since Inception2009
                                          
                                          
                                          2008
                                          
                                          
                                          2009
                                          
                                          
                                          2008
                                          
                                          
                                          December 4, 2007REVENUESIncome
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -Total
      Revenues
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          -EXPENSESSelling,
      general and administrative
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -Professional
      Fees
                                          
                                          
                                          500
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          1,000
                                          
                                          
                                          
                                          6,500
                                          
                                          
                                          
                                          13,000TOTAL
      EXPENSES
                                          
                                          
                                          500
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          1,000
                                          
                                          
                                          
                                          6,500
                                          
                                          
                                          
                                          13,000Net
      Income/(Loss) from Operations
                                          
                                          
                                          (500
                                          )
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (1,000
                                          )
                                          
                                          
                                          (6,500
                                          )
                                          
                                          
                                          (13,000
                                          )OTHER (EXPENSE)/INCOMEInterest
      Expense
                                          
                                          
                                          (180
                                          )
                                          
                                          
                                          (180
                                          )
                                          
                                          
                                          (540
                                          )
                                          
                                          
                                          (540
                                          )
                                          
                                          
                                          (1,260
                                          )Net
      Income/(Loss)
                                          
                                          $
                                          (680
                                          )
                                          
                                          $
                                          (180
                                          )
                                          
                                          $
                                          (1,540
                                          )
                                          
                                          $
                                          (7,040
                                          )
                                          
                                          $
                                          (14,260
                                          )Net
      income/(loss) per share—basic and fully dilutedNet
      income/(loss) per share
                                          
                                          $
                                          (0.00
                                          )
                                          
                                          $
                                          (0.00
                                          )
                                          
                                          $
                                          (0.00
                                          )
                                          
                                          $
                                          (0.01
                                          )
                                          
                                          $
                                          (0.01
                                          )Weighted
      average shares outstanding—basic and fully diluted
                                          
                                          
                                          1,000,000
                                          
                                          
                                          
                                          1,000,000
                                          
                                          
                                          
                                          1,000,000
                                          
                                          
                                          
                                          1,000,000
                                          
                                          
                                          
                                          1,000,000
  F-2
  SHATRUSEN,
INC.
 (A
development stage company)
 UNAUDITED
FINANCIAL STATEMENTS
 NOTES TO
THE UNAUDITED FINANCIAL STATEMENTS
 FOR THE
NINE MONTHS ENDED SEPTEMBER 30, 2009
 
 Shatrusen,
      Inc.(A
      Development Stage Company)Statement
      of Stockholders'
Deficit—Unaudited
 
 AdditionalCommonStock
                    
                    
                    Preferredstock
                    
                    
                    Paid-in
                    
                    
                    DeficitShares
                    
                    
                    Amount
                    
                    
                    Shares
                    
                    
                    Amount
                    
                    
                    Capital
                    
                    
                    AccumulatedBalances,
      December 31, 2008
                    
                    
                    1,000,000.00
                    
                    
                    $
                    100
                    
                    
                    
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    (12,720
                    )Net
      loss for the period
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (1,540
                    )Capital
      Contributions
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Issuance
      of common shares
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Balances,
      September 30, 2009
                    
                    
                    1,000,000
                    
                    
                    $
                    100
                    
                    
                    
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    (14,260
                    )
  F-3
  SHATRUSEN,
INC.
 (A
development stage company)
 UNAUDITED
FINANCIAL STATEMENTS
 NOTES TO
THE UNAUDITED FINANCIAL STATEMENTS
 FOR THE
NINE MONTHS ENDED SEPTEMBER 30, 2009
 
 Shatrusen,
      Inc.(A
      Development Stage Company)Statement
      of Cash Flows—Unaudited
 
 CumulativeTotalsFor the Nine Months Ended
                                  
                                  
                                  Since InceptionSeptember30,2009
                                  
                                  
                                  September30,2008
                                  
                                  
                                  December 4, 2007CASH FLOWS FROM OPERATING
      ACTIVITIES:Net
      loss
                                  
                                  $
                                  (1,540
                                  )
                                  
                                  $
                                  (7,040
                                  )
                                  
                                  $
                                  (14,260
                                  )Adjustments
      to reconcile net (loss) to net cash used in operations:Increase/(decrease)
      in Accrued Expenses
                                  
                                  
                                  1,540
                                  
                                  
                                  
                                  (1,960
                                  )
                                  
                                  
                                  5,260NET
      CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (9,000
                                  )
                                  
                                  
                                  (9,000
                                  )CASH FLOWS FROM INVESTING
      ACTIVITIES:Note
      Payable to a Related Party
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  9,000NET
      CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  9,000CASH FLOWS FROM FINANCING
      ACTIVITIES:Capital
      Stock purchase
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  100NET
      CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  100NET
      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (9,000
                                  )
                                  
                                  
                                  100CASH
      AND CASH EQUIVALENTS,BEGINNING
      OF THE PERIOD
                                  
                                  
                                  100
                                  
                                  
                                  
                                  9,100
                                  
                                  
                                  
                                  -END
      OF THE PERIOD
                                  
                                  $
                                  100
                                  
                                  
                                  $
                                  100
                                  
                                  
                                  $
                                  100SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATION:CASH
      PAID DURING THE PERIOD FOR:Interest
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -Taxes
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
  F-4
  SHATRUSEN,
INC.
 (A
development stage company)
 UNAUDITED
FINANCIAL STATEMENTS
 NOTES TO
THE UNAUDITED FINANCIAL STATEMENTS
 FOR THE
NINE MONTHS ENDED SEPTEMBER 30, 2009
 
 NOTE A—SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
 
 Business
Activity—Shatrusen, Inc. (the "Company”) was organized under the laws of
the State of Nevada on December 4, 2007 as a corporation.  The
Company’s objective is to acquire or merge with a target business or company in
a business combination.
 
 Basis of
Presentation—The financial statements included herein were prepared under
the accrual basis of accounting.
 
 Cash and Cash
Equivalents—For purposes of the Statement of Cash Flows, the Company
considers liquid investments with an original maturity of three months or less
to be cash equivalents.
 
 Management’s Use of
Estimates—The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of financial statements and the reported amounts of
revenues and expenses during the reporting period.  Actual results
could differ from those estimates.  The financial statements above
reflect all of the costs of doing business.
 
 Revenue
Recognition—The Company’s policy is to recognize income when it is
earned.
 
 Comprehensive Income
(Loss)—The Company adopted Financial Accounting Standards Board Statement
of Financial Accounting Standards (SFAS) No. 130, “Reporting Comprehensive
Income”, which establishes standards for the reporting and display of
comprehensive income and its components in the  financial
statements.  There were no items of comprehensive income (loss)
applicable to the Company during the period covered in the financial
statements.
 
 Net Income per Common
Share—Statement of Financial Accounting Standard (SFAS) No. 128 requires
dual presentation of basic and diluted earnings per share (EPS) with a
reconciliation of the numerator and denominator of the EPS
computations.  Basic earnings per share amounts are based on the
weighted average shares of common stock outstanding.  If applicable,
diluted earnings per share would assume the conversion, exercise or issuance of
all potential common stock instruments such as options, warrants and convertible
securities, unless the effect is to reduce a loss or increase earnings per
share.  Accordingly, this presentation has been adopted for the period
presented.  There were no adjustments required to net income for the
period presented in the computation of diluted earnings per share.
 
 Deferred Taxes—Income
taxes are provided in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS No. 109), “Accounting for Income
Taxes.” A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating loss-carry
forwards.
 
 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 asset will not be realized. Deferred tax assets and liabilities are adjusted
for the effect of changes in tax laws and rates on the date of
enactment.
 
 Fair Value of Financial
Instruments—The carrying amounts reported in the balance sheet for cash,
accounts receivable and payable approximate fair value based on the short-term
maturity of these instruments.
 
 Accounts
Receivable—Accounts deemed uncollectible are written off in the year they
become uncollectible.  As of September 30, 2009 the balance in
Accounts Receivable was $0.
  F-5
  SHATRUSEN,
INC.
 (A
development stage company)
 UNAUDITED
FINANCIAL STATEMENTS
 NOTES TO
THE UNAUDITED FINANCIAL STATEMENTS
 FOR THE
NINE MONTHS ENDED SEPTEMBER 30, 2009
 
 NOTE A—SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONT.)
 
 Impairment of Long-Lived
Assets—The Company evaluates the recoverability of its fixed assets and
other assets in accordance with Statement of Financial Accounting Standards No.
144, “Accounting for the
Impairment or Disposal of Long-Lived Assets” (“SFAS 144’). SFAS 144
requires recognition of impairment of long-lived assets in the event the net
book value of such assets exceeds its expected cash flows, it is considered to
be impaired and is written down to fair value, which is determined based on
either discounted future cash flows or appraised values. The Company adopted the
statement on inception. No impairments of these types of assets were recognized
during the period ended September 30, 2009.
 
 Recent Accounting
Pronouncements- In March 2008, the FASB issued Statement of Financial
Accounting Standards No. 161, “Disclosures about Derivative Instruments and
Hedging Activities—an amendment of FASB Statement No. 133”.  This
statement requires enhanced disclosures about an entity’s derivative and hedging
activities and thereby improves the transparency of financial
reporting.  This Statement changes the disclosure requirements for
derivative instruments and hedging activities. Entities are required 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. This
Statement encourages, but does not require, comparative disclosures for earlier
periods at initial adoption. The adoption of this standard is not expected to
have a material effect on the Company’s results of operations or financial
position.
 
 In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.” SFAS No. 162 identifies the sources of accounting
principles and the framework for selecting the principles to be used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States. It is effective 60 days following the SEC’s approval of the
Public Company Accounting Oversight Board amendments to AU Section 411, “The
Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles.” The adoption of this statement is not expected to have a material
effect on the Company’s financial statements.
 
 In
May 2008, the FASB issued SFAS No. 163, “Accounting for Financial
Guarantee Insurance Contracts — An interpretation of FASB Statement
No. 60.” SFAS No. 163 requires that an insurance enterprise recognize
a claim liability prior to an event of default when there is evidence that
credit deterioration has occurred in an insured financial obligation. It also
clarifies how Statement No. 60 applies to financial guarantee insurance
contracts, including the recognition and measurement to be used to account for
premium revenue and claim liabilities, and requires expanded disclosures about
financial guarantee insurance contracts. It is effective for financial
statements issued for fiscal years beginning after December 15, 2008,
except for some disclosures about the insurance enterprise’s risk-management
activities. SFAS No. 163 requires that disclosures about the
risk-management activities of the insurance enterprise be effective for the
first period beginning after issuance. Except for those disclosures, earlier
application is not permitted. The adoption of this statement is not expected to
have a material effect on the Company’s financial statements.
  F-6
  SHATRUSEN,
INC.
 (A
development stage company)
 UNAUDITED
FINANCIAL STATEMENTS
 NOTES TO
THE UNAUDITED FINANCIAL STATEMENTS
 FOR THE
NINE MONTHS ENDED SEPTEMBER 30, 2009
 
 NOTE B—SUPPLEMENTAL CASH
FLOW INFORMATION
 
 Supplemental
disclosures of cash flow information from inception through September 30, 2009
are summarized as follows:
 
 Cash paid
during the period ended September 30, 2009 for interest and income
taxes:
 
 Income
      Taxes
                          
                          $
                          —Interest
                          
                          $
                          —
 
 NOTE C—SEGMENT
REPORTING
 
 In June
1997, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 131, “Disclosures about Segments of an
Enterprise and Related Information.”  This statement requires
companies to report information about operating segments in interim and annual
financial statements.  It also requires segment disclosures about
products and services, geographic areas and major customers.  The
Company determined that it did not have any separately reportable operating
segments as of September 30, 2009.
 
 NOTE D—GOING
CONCERN
 
 The
accompanying financial statements have been prepared on a going concern basis,
which assumes the Company will realize its assets and discharge its liabilities
in the normal course of business.  As reflected in the accompanying
financial statements, the Company has a deficit accumulated during the
development stage of $14,260, used cash from operations of $9,000 since its
inception, and has a negative working capital of $14,160 at September 30,
2009.
 
 The
Company’s ability to continue as a going concern is dependent upon its ability
to generate future profitable operations and/or to obtain the necessary
financing to meet its obligations and repay its liabilities arising from normal
business operations when they come due.  The Company’s ability to
continue as a going concern is also dependent on its ability to find a suitable
target company and enter into a possible reverse merger with such
company.  Management’s plan includes obtaining additional funds by
equity financing through a reverse merger transaction and/or related party
advances; however there is no assurance of additional funding being
available.  These circumstances raise substantial doubt about the
Company’s ability to continue as a going concern. The accompanying financial
statements do not include any adjustments that might arise as a result of this
uncertainty.
 
 NOTE E—CAPITAL
STOCK
 
 The
Company is authorized to issue 100,000,000 common shares at $.0001 par value per
share.
 
 During
the period from inception (December 4, 2007) through September 30, 2009, the
Company issued 1,000,000 to the following:
 
 Critz
      Family, LLC
                            
                            
                            600,000Garvin
      Strategic Capital, LLC
                            
                            
                            250,000Enverdia,
      LLC
                            
                            
                            150,000
 
 The
Company is authorized to issue 10,000,000 preferred shares at $.0001 par value
per share.  During the period from inception (December 4, 2007)
through September 30, 2009, the Company issued no preferred shares.
  F-7
  SHATRUSEN,
INC.
 (A
development stage company)
 UNAUDITED
FINANCIAL STATEMENTS
 NOTES TO
THE UNAUDITED FINANCIAL STATEMENTS
 FOR THE
NINE MONTHS ENDED SEPTEMBER 30, 2009
 
 NOTE F – DEVELOPMENT STAGE
COMPANY
 
 The
Company is in the development stage as of September 30, 2009 and to date has had
no significant operations.  Recovery of the Company’s assets is
dependent on future events, the outcome of which is indeterminable. In addition,
successful completion of the Company’s development program and its transition,
ultimately, to attaining profitable operations is dependent upon obtaining
adequate financing to fulfill its development activities and achieving a level
of sales adequate to support the Company’s cost structure.
 
 NOTE G—SHAREHOLDER
LOAN/RELATED PARTY
 
 On
December 13, 2007, signed a promissory note with one of the major shareholders
of the Company.  The amount of the loan is $9,000 and it is payable on
demand, the annual interest rate on the note is 8%.  Accrued interest
as of September 30, 2009 is $1,260.
  F-8




Item
2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.





Overview





Shatrusen,
Inc. (“we”, “us”, the “Company” or like terms) was incorporated in the State of
Nevada on December 4, 2007.  We are a developmental stage company and
have not generated any revenues to date.  We were organized to serve
as a vehicle for a business combination through a capital stock exchange,
merger, reverse acquisition, asset acquisition or other similar business
combination (a “Business Combination”) with an operating or development stage
business (the “Target Business”) which desires to utilize our status as a
reporting company under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”).  We are currently in the process of identifying and
evaluating targets for a Business Combination.  We are not presently
engaged in, and will not engage in, any substantive commercial business
operations unless and until we consummate a Business Combination.





Our
management has broad discretion with respect to identifying and selecting a
prospective Target Business.  We have not established any specific
attributes or criteria (financial or otherwise) for prospective Target
Businesses.  Neither of our officers and directors has ever served as
an officer or director of a development stage public company with the business
purpose of acquiring a Target Business.  Accordingly, they may not
successfully identify a Target Business or conclude a Business Combination. Our
secretary, who also is a director of our Company, currently serves as an officer
and director and is a principal stockholder of another shell company that has a
class of stock registered under the Exchange Act which has the same business
purpose as us.  Our officer's/director's affiliation with two shell
companies raises the possibility of conflicts of interest, in that both
companies may have a right to take advantage of the same business
opportunity.  Neither our Company nor the other shell company with
which our management is affiliated has adopted any policy with respect to
resolving any potential conflict of interest and it is possible that any
conflict or interest that arises between the two companies may not be decided in
our favor.





To the
extent we affect a Business Combination with a financially unstable company or
an entity in its early stage of development or growth, including entities
without established records of sales or earnings, we may be affected by numerous
risks inherent in the business and operations of financially unstable and early
stage or potential emerging growth companies.  If we consummate a
Business Combination with a foreign entity, we will be subject to all of the
risks attendant to foreign operations.  Although our management will
endeavor to evaluate the risks inherent in a particular Target Business, we
cannot assure you that we will properly ascertain or assess all significant risk
factors.





We expect
that in connection with any Business Combination, we will issue a significant
number of shares of our common stock (equal to at least 80% of the total number
of shares outstanding after giving effect to the transaction and likely a
significantly higher percentage) in order to ensure that the Business
Combination qualifies as a tax-free transaction under federal tax
laws.  The issuance of additional shares of our capital stock
will:




·
            significantly
      reduce the equity interest of our stockholders;
  and





·
            cause
      a change in likely result in the resignation or removal of one or more of
      our present officers and directors.





Our
management anticipates that the Company likely will affect only one Business
Combination, due primarily to our financial resources and the dilution of
interest for present and prospective stockholders, which is likely to occur as a
result of our management's plan to offer a controlling interest to a Target
Business in order to achieve a tax-free reorganization.  This lack of
diversification should be considered a substantial risk in investing in us
because it will not permit us to offset potential losses from one venture
against potential gains from another.


3





Liquidity and Capital
Resources.





At
September 30, 2009, we had a de minimus amount of cash on hand.  We do
not expect that these funds will be sufficient to cover our ongoing operating
costs and expenses.  During the next twelve months we anticipate that
we will incur costs and expenses in connection with the preparation and filing
of reports under the Exchange Act and the identification and evaluation of
targets for a Business Combination.  Management expects to fund
additional costs and expenses which may be incurred in connection with due
diligence activities and a Business Combination through loans or further
investment in the Company, as and when necessary.





Since our
inception, we have not generated any revenues.  We reported a net loss
for the period ended September 30, 2009 of $1,540 and a net loss since inception
of $14,260.  We cannot provide investors with any assurance that we
will have sufficient capital resources to identify a suitable Target Business,
to conduct effective due diligence as to any Target Business or to consummate a
Business Combination.  As a result of our negative working capital,
our losses since inception and our failure to generate revenues from operations,
our financial statements include a note in which our auditor has expressed doubt
about our ability to continue as a "going concern."





Results of
Operations.





We do not
expect to engage in any activities, other than seeking to identify a Target
Business, unless and until such time as we enter into a Business Combination
with a Target Business, if ever.  We cannot provide investors with any
assessment as to the nature of a Target Business’s operations or speculate as to
the status of its products or operations, whether at the time of the Business
Combination it will be generating revenues or its future prospects.





Item
3. Quantitative and Qualitative Disclosures About Market Risk.





Not applicable.





Item
4(T). Controls and Procedures.





Evaluation
of Disclosure Controls and Procedures





As of
September 30, 2009, the Company’s management carried out an evaluation, under
the supervision and with the participation of the Company’s Chief Executive
Officer, who is the Company’s principal executive officer and principal
financial officer, of the effectiveness of the design and operation of the
Company’s disclosure controls and procedures (as defined in Rules 13a-15 and
15d-15 under the Exchange Act), pursuant to Exchange Act Rule 13a-15. Based on
such evaluation, the Company’s Chief Executive Officer has concluded that the
Company's disclosure controls and procedures were effective.




Changes
in Internal Controls





There
have been no changes in the Company’s internal control over financial reporting
(as defined in Rules 13a-15 and 15d-15 under the Exchange Act) during the three
months ended September 30, 2009 that have materially affected, or are reasonably
likely to materially affect, the Company’s internal control over financial
reporting.


4


PART
II — OTHER INFORMATION





Item
1. Legal Proceedings.





The
Company is not a party to any legal proceeding or litigation.





Item
1A. Risk Factors.





Smaller
reporting companies are not required to provide the information required by this
item.





Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.





(a) During
the three months ended September 30, 2009, the Company did not issue any
securities.





(b) Not
applicable.





(c)
During the three months ended September 30, 2009, neither the issuer nor any
"affiliated purchaser," as defined in Rule 10b-18(a)(13), purchased any shares
or other units of any class of the issuer's equity securities.





Item
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.





Index to
Exhibits




Exhibit
              
              Description31.1
              
              Certification
      of the Company’s Principal Executive Officer and Principal Financial
      Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with
      respect to the registrant’s Quarterly Report on Form 10-Q for the quarter
      ended September 30, 2009.32.1*
              
              Certification
      of the Company’s Principal Executive Officer and Principal Financial
      Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
      906 of the Sarbanes Oxley Act of
2002.





* Pursuant to Commission Release
No. 33-8238, this certification will be treated as “accompanying” this
Quarterly Report on Form 10-Q and not “filed” as part of such report for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
or otherwise subject to the liability of Section 18 of the Securities
Exchange Act of 1934, as amended, and this certification will not be deemed to
be incorporated by reference into any filing under the Securities Act of 1933,
as amended, or the Securities Exchange Act of 1934, as amended, except to the
extent that the registrant specifically incorporates it by
reference.


5




SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused the Report to be signed on its behalf by the
undersigned thereunto duly authorized.





SHATRUSEN,
      INC.November
      13, 2009
                By:
                
                /s/George C. Critz,
      Jr.Name:
                
                George
      C. Critz, Jr.Title:
                
                President,
      Principal Executive Officer
                  and
      Principal Financial
Officer


6