**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: June 30, 2008





 ̈ 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.


(Name
      of
      Small Business Issuer in its charter)





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




8456
      SW 109 th Lane
      Road, Ocala FL 34481


(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)





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 August 12, 2008 there were 1,000,000
      shares of common stock outstanding.





Transitional
      Small Business Disclosure Format (Check one): Yes  ̈ No x









**PART
      I — FINANCIAL INFORMATION**





**Item
      1. Financial Statements.**




PageBalance
                Sheet – June 30, 2008 (Unaudited)
            F-1Statement
                of Operations
              Three
                Months Ended June 30, 2008 (Unaudited)
            F-2Statement
                of Stockholders Deficit
            F-3Statement
                of Cash Flows
              Six
                Months Ended June 30, 2008 (Unaudited)
            F-4Notes
                to Financial Statements (Unaudited)
            F-5









SHATRUSEN,
      INC.


(A
      development stage company)


UNAUDITED
      FINANCIAL STATEMENTS


NOTES
      TO
      THE UNAUDITED FINANCIAL STATEMENTS


FOR
      THE
      SIX MONTHS ENDED JUNE 30, 2008







**Shatrusen,
      Inc.**


**(A
      Development Stage Company)**


**Balance
      Sheet—Unaudited**


**As
      of June 30, 2008**








**ASSETS**CURRENT
                ASSETS:Cash
            
            $
            100TOTAL
                CURRENT ASSETS
            
            
            100TOTAL
                ASSETS
            
            $
            100**LIABILITIES
                AND STOCKHOLDERS' DEFICIT**CURRENT
                LIABILITIES:Shareholder
                Loan
            
            
            9,000Accrued
                Expenses
            
            
            360TOTAL
                CURRENT LIABILITIES
            
            
            9,360TOTAL
                LIABILITIES
            
            
            9,360STOCKHOLDERS'
                DEFICITPreferred
                stock ($0.0001 par value; 10,000,000 shares authorized; no
                sharesissued
                and outstanding at June 30, 2008)
            
            
            -Common
                stock ($0.0001 par value; 100,000,000 shares authorized:1,000,000
                issued and outstanding at June 30, 2008)
            
            
            100Paid
                in Capital
            
            
            -Retained
                Deficit
            
            
            (9,360
            )TOTAL
                STOCKHOLDERS' DEFICIT
            
            
            (9,260
            )TOTAL
                LIABILITIES AND STOCKHOLDERS' DEFICIT
            
            $
            100





F-1


SHATRUSEN,
        INC.
 (A
        development stage company)
 UNAUDITED
        FINANCIAL STATEMENTS
 NOTES
        TO
        THE UNAUDITED FINANCIAL STATEMENTS
 FOR
        THE
        SIX MONTHS ENDED JUNE 30, 2008




**Shatrusen,
      Inc.**


**(A
      Development Stage Company)**


**Statement
      of Operations (Unaudited)**





**Cumulative****Totals****Three Months ended June 30,**
            
            **Six Months Ended June 30,**
            
            **Since Inception**2008
            
            2007
            
            2008
            
            2007
            
            December****4,****2007**REVENUES**Income
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -Total
                Revenues
            
            
            -
            
            
            -
            
            
            -
            
            
            
            
            
            -**EXPENSES**Professional
                Fees
            
            
            -
            
            
            -
            
            
            6,500
            
            
            -
            
            
            9,000Interest
                Expense
            
            
            180
            
            
            -
            
            
            360
            
            
            -
            
            
            360TOTAL
                EXPENSES
            
            
            180
            
            
            -
            
            
            6,860
            
            
            -
            
            
            9,360Net
                Income/(Loss)
            
            $
            (180
            )
            $
            -
            
            $
            (6,860
            )
            $
            -
            
            $
            (9,360
            )**Net
                income/(loss) per share—basic and fully diluted**Net
                income/(loss) per share
            
            $
            (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
        SIX MONTHS ENDED JUNE 30, 2008




**Shatrusen,
      Inc.**


**(A
      Development Stage Company)**


**Statement
      of Stockholders' Deficit—Unaudited**


**For
      the Six Months Ended June 30, 2008**







AdditionalCommon
                Stock
            
            Preferred
                stock
            
            Paid-in
            
            DeficitShares
            
            Amount
            
            Shares
            
            Amount
            
            Capital
            
            AccumulatedBalances,
                December 4, 2007 (inception)
            
            
            -
            
            $
            -
            
            
            -
            
            $
            -
            
            $
            -
            
            $
            -Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (2,500
            )Capital
                Contributions
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Issuance
                of common shares
            
            
            1,000,000
            
            
            100
            
            
            -
            
            
            -
            
            
            -
            
            
            -Balances,
                December 31, 2007
            
            
            1,000,000
            
            $
            100
            
            
            -
            
            $
            -
            
            $
            -
            
            $
            (2,500
            )Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (6,860
            )Balances,
                June 30, 2008
            
            
            1,000,000
            
            $
            100
            
            
            -
            
            $
            -
            
            $
            -
            
            $
            (9,360
            )




F-3




SHATRUSEN,
      INC.


(A
        development stage company)
 UNAUDITED
        FINANCIAL STATEMENTS
 NOTES
        TO
        THE UNAUDITED FINANCIAL STATEMENTS
 FOR
        THE
        SIX MONTHS ENDED JUNE 30, 2008







**Shatrusen,
      Inc.**


**(A
      Development Stage Company)**


**Statement
      of Cash Flows—Unaudited**


**For
      the Six Months Ended June 30, 2008 and 2007**




CumulativeFor the Six
            
            For the Six
            
            TotalsMonths Ended
            
            Months Ended
            
            Since InceptionJune 30, 2008
            
            June 30, 2007
            
            December 4, 2007CASH
                FLOWS FROM OPERATING ACTIVITIES:Net
                loss
            
            $
            (6,860
            )
            $
            -
            
            $
            (9,360
            )Adjustments
                to reconcile net (loss) to net cash used in operations:Increase/(decrease)
                in Accrued Expenses
            
            
            (2,140
            )
            
            -
            
            
            360NET
                CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
            
            
            (9,000
            )
            
            -
            
            
            (9,000
            )CASH
                FLOWS FROM FINANCING ACTIVITIES:Shareholder
                Loan
            
            
            -
            
            
            -
            
            
            9,000Capital
                Stock purchase
            
            
            -
            
            
            -
            
            
            100NET
                CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
            
            
            -
            
            
            -
            
            
            9,100NET
                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
            
            
            (9,000
            )
            
            -
            
            
            100CASH
                AND CASH EQUIVALENTS,BEGINNING
                OF THE PERIOD
            
            
            9,100
            
            
            -
            
            
            -END
                OF THE PERIOD
            
            $
            100
            
            $
            -
            
            $
            100***SUPPLEMENTAL
                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
        SIX MONTHS ENDED JUNE 30, 2008




**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 June 30, 2008 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
        SIX MONTHS ENDED JUNE 30, 2008




**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 June 30, 2008.





Recent
      Accounting Pronouncements —In
      February 2007, the FASB issued Statement of Financial Accounting Standards
      No.
      159, “The Fair Value for Financial Assets and Financial Liabilities—including an
      amendment of FASB Statement No. 115”. This statement permits entities to choose
      to measure many financial instruments and certain other items at value. The
      objective is to improve financial reporting by providing entities with the
      opportunity to mitigate volatility in reported earnings caused by measuring
      related assets and liabilities differently without having to apply complex
      hedge
      accounting provisions. This Statement is expected to expand the use of fair
      value measurement, which is consistent with the Board’s long-term measurement
      objectives for accounting for financial instruments. 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 a fiscal year that begins
      on
      or before November 15, 2007, provided the entity also elects to apply the
      provisions of FASB Statement No. 157, *Fair
      Value Measurements.* No
      entity is permitted to apply the Statement retrospectively to fiscal years
      preceding the effective date unless the entity chooses early adoption. The
      choice to adopt early should be made after issuance of the Statement but within
      120 days of the beginning of the fiscal year of adoption, provided the entity
      has not yet issued financial statements, including required notes to those
      financial statements, for any interim period of the fiscal year of adoption.


Early
      adoption of this standard is not expected to have a material effect on the
      Company’s results of operations or its financial position, but the Company is
      evaluating the Statement to determine what impact, if any, it will have on
      the
      Company.





In
      December 2007, the FASB revised Statement of Financial Accounting Standards
      No.
      141, “Business Combinations”. The objective of this Statement is to improve the
      relevance, representational faithfulness, and comparability of the information
      that a reporting entity provides in its financial reports about a business
      combination and its effects. The 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.


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 is effective for 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. The adoption of this standard is not expected
      to
      have a material effect on the Company’s results of operations or financial
      position.





F-6


SHATRUSEN,
        INC.
 (A
        development stage company)
 UNAUDITED
        FINANCIAL STATEMENTS
 NOTES
        TO
        THE UNAUDITED FINANCIAL STATEMENTS
 FOR
        THE
        SIX MONTHS ENDED JUNE 30, 2008







**NOTE
      A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)**





Recent
      Accounting Pronouncements (cont’d)


In
      December 2007, the FASB issued Statement of Financial Accounting Standards
      No.
      160, “Noncontrolling Interests in Consolidated Financial Statements—an amendment
      of ARB No. 51”. The objective of this Statement is to improve the relevance,
      comparability, and transparency of the financial information that a reporting
      entity provides in its consolidated financial statements by establishing
      accounting and reporting standards that require:





Ø
            The
                ownership interests in subsidiaries held by parties other than the
                parent
                be clearly identified, labeled, and presented in the consolidated
                statement of financial position within equity, but separate from
                the
                parent’s equity.


Ø
            The
                amount of consolidated net income attributable to the parent and
                to the
                noncontrolling interest be clearly identified and presented on the
                face of
                the consolidated statement of
                income.


Ø
            Changes
                in a parent’s ownership interest while the parent retains its controlling
                financial interest in its subsidiary are accounted for
                consistently.


Ø
            The
                gain or loss on the deconsolidation of the subsidiary is measured
                using
                the fair value of any noncontroling equity investment rather than
                the
                carrying amount of that retained
                investment.


Ø
            Entities
                provide sufficient disclosures that clearly identify and distinguish
                between the interests of the parent and the interests of the
                noncontrolling owners.





This
      statement is effective for annual periods beginning after December 15, 2008.
      The
      adoption of this standard is not expected to have a material effect on the
      Company’s results of operations or financial position.





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.




**NOTE
      B—SUPPLEMENTAL CASH FLOW INFORMATION**





Supplemental
      disclosures of cash flow information from inception through June 30, 2008 are
      summarized as follows:





Cash
      paid
      during the year ended June 30, 2008 for interest and income taxes:




Income
                Taxes
            
            $
            —Interest
            
            $
            —




F-7


SHATRUSEN,
        INC.
 (A
        development stage company)
 UNAUDITED
        FINANCIAL STATEMENTS
 NOTES
        TO
        THE UNAUDITED FINANCIAL STATEMENTS
 FOR
        THE
        SIX MONTHS ENDED JUNE 30, 2008







**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 June 30, 2008.





**NOTE
      D—GOING CONCERN**





As
      shown
      in the accompanying audited financial statements, the Company has suffered
      a
      loss from operations to date. It has experienced a loss of $9,360 since
      inception and has a negative working of capital. These factors raise substantial
      doubt about the Company’s ability to continue as a going concern.





Management’s
      plans in regard to this matter are to raise equity capital and seek strategic
      relationships and alliances in order to increase sales in an effort to generate
      positive cash flow. Additionally, the Company must continue to rely upon equity
      infusions from investors in order to improve liquidity and sustain operations.
      The financial statements do not include any adjustments that might result from
      the outcome 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 June 30, 2008, 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 June
      30,
      2008, the Company issued no preferred shares.





**NOTE
      F – DEVELOPMENT STAGE COMPANY**





The
      Company is in the development stage as of June 30, 2008 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%. The proceeds from the note will
      be
      used to pay certain costs and expenses in connection with the organization
      of
      the Company and the preparation and filing with the Securities and Exchange
      Commission of a registration statement on Form 10-SB. Accrued interest as of
      June 30, 2008 is $360.




F-8











**Item
      2. Management’s Discussion and Analysis or Plan of Operation.**





Overview .





Shatrusen,
      Inc. (“we”, “us” or the “Company”) was formed to serve as a vehicle to acquire,
      through a merger, capital stock exchange, asset acquisition or other similar
      business combination (“Business Combination”), an operating or development stage
      business which desires to utilize our status as a reporting corporation under
      the Securities Exchange Act of 1934. We have neither engaged in any operations
      nor generated any revenues since our inception. Our entire activity since
      inception has been to complete the registration of our class of common stock
      under the Exchange Act and to identify and investigate targets for an initial
      transaction.





We
      are
      currently in the process of evaluating and identifying targets for a Business
      Combination. We are not presently engaged in, and will not engage in, any
      substantive commercial business until we consummate a Business Combination.





Our
      management will have broad discretion in 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. 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, in order to ensure
      that 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





·
            will
                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 be able to 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.




2




Liquidity
      and Capital Resources .





During
      the next twelve months we anticipate incurring costs and expenses related to
      filing of Exchange Act reports and investigating and consummating 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. 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.





Results
      of Operations .





Since
      our
      inception, we have not engaged in any activities other than in connection with
      our organization and preparing and filing this Registration Statement and have
      not generated any revenues to date. 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
      3A(T). Controls and Procedures.**





Our
      management is responsible for establishing and maintaining disclosure controls
      and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities
      Exchange Act of 1934 as amended (the “Exchange Act”)), designed to ensure that
      information required to be disclosed by us in the reports that we file or submit
      under the Exchange Act is recorded, processed, summarized and reported, within
      the time periods specified in the Securities and Exchange Commission’s rules and
      forms. Disclosure controls and procedures include, without limitation, controls
      and procedures designed to ensure that information required to be disclosed
      by
      an issuer in the reports that it files or submits under the Exchange Act is
      accumulated and communicated to the issuer’s management, including its principal
      executive officer or officers and principal financial officer or officers,
      or
      persons performing similar functions, as appropriate to allow timely decisions
      regarding required disclosure.





The
      Company has evaluated the effectiveness of the design and operation of its
      disclosure controls and procedures as of June 30, 2008 (the “Evaluation Date”).
      Such evaluation was conducted under the supervision and with the participation
      of the Company’s principal executive officer who also is our principal financial
      officer. Based upon such evaluation, the Company’s principal executive officer
      has concluded that, as of the Evaluation Date, the Company’s disclosure controls
      and procedures were effective. There have been no changes in the Company’s
      internal controls over financial reporting that occurred during the Company’s
      most recent fiscal quarter, that have materially affected, or are reasonably
      likely to materially affect, the Company’s internal controls over financial
      reporting.





**PART
      II — OTHER INFORMATION**





*Item
      1. Legal Proceedings.*





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





**Item
      2. Changes in Securities and Small Business Issuer Purchase of Equity
      Securities.**





(a) None.




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(b) None.





(c)
       During the three months ended June 30 2008, the Company did not issue any
      securities.





(d) None.





(e) None.





**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-QSB for the
                quarter ended June 30, 2008.32.1
            
            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.




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**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.**Date:
                August 12, 2008
            
            By:
            /s/
                George C. Critz, Jr.George
                C. Critz, Jr., President




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