UNITED
STATES


SECURITIES AND EXCHANGE
COMMISSION


Washington, D.C.
20549




FORM 10-Q


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




For the quarterly period ended June
30, 2008




OR


o
            
            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 0-53133


____________________________







NARAYAN
CAPITAL CORP.


(Exact
name of registrant as specified in its charter)


Florida
            
            26-1983716(State
      or other jurisdiction of
              incorporation
      or organization)
            
            (I.R.S.
      Employer
              Identification
      Number)





9116
      Byron Avenue
              Surfside,
      Florida
            
            33154(Address
      of principal executive offices)
            
            (Zip
      Code)




(831)
325-4194


(Issuer’s
telephone number, including area code)





Not
applicable


(Former
name, former address and former fiscal year, if changed since last
report)





Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes þNo o





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





Large
accelerated filer        
    o                                                                      Accelerated
filer                             
o


Non-accelerated
filer               o                                                                      Smaller
reporting
company           x


(Do not
check if a smaller reporting company)





Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes þNo o




State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date.


Class
            
            Outstanding
      at August 1, 2008Common
      Stock, no par value per share
            
            3,000,000
      shares


-1-


NARAYAN CAPITAL
CORP.




TABLE OF CONTENTS


PAGEPart
      I Financial Information
            
            
            3Item 1.
      Financial Statements (unaudited)
            
            
            3Balance
      Sheet
            
            
            3Statements
      of Operations
            
            
            4Statements
      of Cash Flows
            
            
            5Notes
      to Financial Statements
            
            
            6Item 2.
      Management’s Discussion and Analysis of Financial Condition and Results of
      Operations
            
            
            9Item 3.
      Quantitative and Qualitative Disclosures About Market Risk
            
            
            9Item 4.
      Controls and Procedures
            
            
            10Part
      II Other InformationItem 6.
      Exhibits
            
            
            11Signatures
            
            
            11Exhibit
      31.1Exhibit
      32.1





-2-


PART
I FINANCIAL INFORMATION





Item
1.  Financial Statements





NARAYAN
      CAPITAL CORP.(A
      DEVELOPMENT STAGE COMPANY)BALANCE
      SHEETJune
      30, 2008(unaudited)ASSETSCURRENT
      ASSETS:Cash
      & equivalents
              
              $
              1,935Total
      Assets
              
              $
              1,935LIABILITIES AND
      SHAREHOLDERS' DEFICIENCYCURRENT
      LIABILITIES:Accounts
      payable & accrued expenses
              
              $
              761Loan
      from shareholder
              
              
              5,100Total
      Liabilities
              
              
              5,861SHAREHOLDERS'
      DEFICIENCYCommon
      stock (no par value, 100,000,000 shares authorized;3,000,000
      issued and outstanding)
              
              
              3,000Deficit
      accumulated during the development stage
              
              
              (6,926
              )$
              (3,926
              )Total
      Liabilities and Shareholders' Deficiency
              
              $
              1,935





-3-
 
 NARAYAN
      CAPITAL CORP.(A
      DEVELOPMENT STAGE COMPANY)STATEMENTS
      OF OPERATIONS(Unaudited)
  Cumulative
      fromFebruary
      18, 2008 (Inception)through
      June 30, 2008Revenue:
                
                $
                -Expenses:General
      and Administrative
                
                
                6,926Total
      Expenses
                
                
                (6,926
                )Net
      (loss) before Income Taxes
                
                
                (6,926
                )Income
      Tax Expense
                
                
                -Net
      (loss)
                
                $
                (6,926
                )Basic
      and diluted net loss per share
                
                $
                -Weighted
      average number of shares outstanding
                
                
                3,000,000
  -4-
 
 NARAYAN
      CAPITAL CORP.(A
      DEVELOPMENT STAGE COMPANY)STATEMENTS
      OF CASH FLOWS(Unaudited)
  Cumulative
      fromFebruary
      18, 2008 (Inception)through
      June 30, 2008OPERATING
      ACTIVITIES:Net
      loss
                  
                  $
                  (6,926
                  )Increase
      (decrease) in accounts payable
                  
                  
                  761Net
      cash used in operating activities
                  
                  
                  (6,165
                  )FINANCING
      ACTIVITIES:Proceeds
      from loan from shareholder
                  
                  
                  5,100Proceeds
      from issuance of common stock
                  
                  
                  3,000Net
      cash provided by financing activities
                  
                  
                  8,100NET
      INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS
                  
                  
                  1,935CASH
      & CASH EQUIVALENTS, BEGINNING BALANCE
                  
                  
                  -CASH
      & CASH EQUIVALENTS, ENDING BALANCE
                  
                  $
                  1,935SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATIONTaxes
      paid
                  
                  $
                  -Interest
      paid
                  
                  $
                  -NON-CASH
      ACTIVITIES
                  
                  $
                  -
  -5-


NARAYAN
CAPITAL CORP.


(A
DEVELOPMENT STAGE COMPANY)





NOTES
TO FINANCIAL STATEMENTS


JUNE
30, 2008





Note
1 – Basis of Presentation





The
accompanying unaudited interim financial statements have been prepared in
accordance with the rules and regulations of the Securities and Exchange
Commission for the presentation of interim financial information, but do not
include all the information and footnotes required by generally accepted
accounting principles for complete financial statements.  The audited
financial statements for the period February 18, 2008 (Inception) through
February 29, 2008 were filed on March 13, 2008 with the Securities and Exchange
Commission and are hereby referenced.  In the opinion of management,
all adjustments (consisting of normal recurring accruals) considered necessary
for a fair presentation have been included.  Operating results for the
three month period ended June 30, 2008 and for the period ended February 18,
2008 (Inception) through June 30, 2008 are not necessarily indicative of the
results that may be expected for the year ended December 31, 2008.





Note
2 - Accounting Policies and Operations





Organization





Narayan
Capital Corp. (the “Company”), a development stage company, was incorporated in
Florida on February 18, 2008. The Company intends to serve as a vehicle to
effect an asset acquisition, merger, exchange of capital stock or other type of
business combination with a domestic or foreign business. At August 1, 2008, the
Company had not yet commenced any formal business operations and all activity to
date has related to the Company formation, capital stock issuance and
professional fees with regard to filings with the Securities and Exchange
Commission and identification of businesses. The Company’s fiscal year ends on
December 31st.





Cash
and Cash Equivalents





The
Company considers all highly liquid debt instruments with original maturities of
three months or less to be cash equivalents.





Earnings
Per Share





The
Company computes earnings per share in accordance with Statement of Accounting
Standards No. 128, “Earnings per Share” (“SFAS No. 128”). Under the provisions
of SFAS No. 128, basic earnings per share is computed by dividing the net income
(loss) for the period by the weighted average number of common shares
outstanding during the period. Diluted earnings per share is computed by
dividing the net income (loss) for the period by the weighted average number of
common and potentially dilutive common shares outstanding during the
period.  There were no potentially dilutive common shares outstanding
during the period.





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 certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.





Income
Taxes





The
Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109, “Accounting for Income Taxes.” Under the asset and
liability method of Statement 109, deferred tax assets and liabilities are
recognized for the estimated future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates in effect for the year in which those
temporary differences are expected to be recovered or settled.


-6-





Fair
Value of Financial Instruments





The
Company considers that the carrying amount of financial instruments, including
accounts payable, approximates fair value because of the short maturity of these
instruments.





Recent
Accounting Pronouncements




In June
2006, the FASB issued Interpretation No. 48 (“FIN No. 48”), Accounting for Uncertainty in Income
Taxes—an interpretation of FASB Statement No. 109, which clarifies
the accounting for uncertainty in income taxes recognized in an enterprise’s
financial statements in accordance with SFAS No. 109, Accounting for Income Taxes.
The Interpretation provides a recognition threshold and measurement attribute
for the financial statement recognition and measurement of a tax position taken
or expected to be taken in a tax return. Under FIN No. 48, the Company may
recognize the tax benefit from an uncertain tax position only if it is more
likely than not that the tax position will be sustained on examination by the
taxing authorities, based on the technical merits of the position. The tax
benefits recognized in the financial statements from such a position should be
measured based on the largest benefit that has a greater than 50% likelihood of
being realized upon ultimate settlement. FIN No. 48 also provides guidance
on de-recognition, classification, interest and penalties, accounting in interim
periods, disclosure, and transition. FIN No. 48 is effective for us
beginning February 18, 2008 (Inception).  The Company does not expect
FIN No. 48 to have a material impact on its financial statements.





In
June 2006, the FASB ratified the Emerging Issues Task Force
(“EITF”) consensus on EITF Issue No. 06-2, “Accounting for Sabbatical
Leave and Other Similar Benefits Pursuant to FASB Statement No. 43.” EITF
Issue No. 06-2 requires companies to accrue the costs of compensated
absences under a sabbatical or similar benefit arrangement over the requisite
service period. EITF Issue No. 06-2 is effective for us beginning February
18, 2008 (Inception). The cumulative effect of the application of this consensus
on prior period results should be recognized through a cumulative-effect
adjustment to retained earnings as of the beginning of the year of adoption.
Elective retrospective application is also permitted. The Company does not
expect the application of this consensus to have a material impact on its
financial statements.





Staff
Accounting Bulletin (“SAB”) No. 108, Considering the Effects of Prior
Year Misstatements when Quantifying Current Year Misstatements. SAB
No. 108 requires companies to quantify misstatements using both a balance
sheet (iron curtain) and an income statement (rollover) approach to evaluate
whether either approach results in an error that is material in light of
relevant quantitative and qualitative factors, and provides for a one-time
cumulative effect transition adjustment. SAB No. 108 will not have an
impact on the Company’s financial statements.





In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements,
which defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosures about fair
value measurements. SFAS No. 157 does not require any new fair value
measurements, but provides guidance on how to measure fair value by providing a
fair value hierarchy used to classify the source of the information. This
statement is effective for us beginning February 18, 2008 (Inception). The
Company currently is assessing the potential impact that adoption of SFAS
No. 157 would have on its financial statements.





In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities. SFAS No. 159 gives us the
irrevocable option to carry many financial assets and liabilities at fair
values, with changes in fair value recognized in earnings. SFAS No. 159 is
effective for us beginning February 18, 2008 (Inception).  The Company
is currently assessing the potential impact that adoption of SFAS No. 159
will have on its financial statement.





The FASB
has replaced SFAS No. 141 with a new statement on Business Combinations that
changes the way that minority interest is recorded and modified as a parent’s
interest in a subsidiary changes.  Currently, this change will have no
effect on the Company’s financial statements.





The
Company does not expect the adoption of recent accounting pronouncements to have
any material impact on its financial condition or results of
operations.


-7-





Going
Concern





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of business. The
amounts of assets and liabilities in the financial statements do not purport to
represent realizable or settlement values. However, the Company has incurred an
operating loss. Such loss may impair its ability to obtain additional
financing.





This
factor raises substantial doubt about the Company’s ability to continue as a
going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty. The Company has met its
historical working capital requirements from sale of capital shares. Owners of
the shares, in order not to burden the Company, have agreed to pay its annual
audit fees, filing costs and legal fees as long as the board of directors deems
it necessary. However, there can be no assurance that such financial support
shall be ongoing or available on terms or conditions acceptable to the
Company.





Loan
From Shareholder





The loan
from Narayan Capital Funding Corp., the majority shareholder, in the amount of
$5,100 is a non-interest bearing demand loan, which was approved by the Board of
Directors of the Company during the three month period ended June 30,
2008.





Note
3 – Shareholders’ Equity





On
February 18, 2008, the Company issued 3,000,000 shares of common stock to its
initial shareholder in exchange for $3,000 in cash.





Note
- 4 Income Taxes





Deferred
income taxes reflect the net income tax effect of temporary differences between
the carrying amounts of the assets and liabilities for financial reporting
purposes and amounts used for income taxes. The Company’s deferred income tax
assets and liabilities consist of the following:





Net
      operating loss carryforward
            
            $
            --Deferred
      tax asset
            
            
            340Valuation
      allowance
            
            
            (340
            )Net
      Deferred tax asset
            
            $
            --




Net
operating loss carryforwards totaled approximately $6,926 at June 30, 2008. The
net operating loss carryforwards will begin to expire in the year 2028 if not
utilized. After consideration of all the evidence, both positive and negative,
management has recorded a valuation allowance at June 30, 2008 due to the
doubtfulness of realizing the deferred tax assets.





The
reconciliation of the income tax computed at the U.S. Federal statutory rate to
income tax expense for the period June 30, 2008:





Tax
      expense (benefit) at Federal rate (34%)
            
            $
            (680
            )Federal
      bracket adjustment
            
            
            340State
      income tax, net of Federal benefit
            
            
            --Change
      in valuation allowance
            
            
            340Net
      income tax (benefit) allowance
            
            $
            --


Utilization
of the Company's net operating loss carryforwards are limited based on changes
in ownership as defined in Internal Revenue Code Section 382.





-8-


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




Overview





Narayan
Capital Corp., a Florida corporation (the “Company”, “us”, “we” and “our”), is a
development stage company conducting no business operations, other than our
efforts to effect a business combination with a target business that desires to
utilize our status as a reporting corporation under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), which we consider to have significant
growth potential.  To date, we have neither engaged in any operations
nor generated any revenue.  We have not generated any cash flows from
operations.  We cannot predict to what extent our liquidity and
capital resources will be diminished prior to the consummation of a business
combination or whether our capital will be further depleted by the operating
losses, if any, of the target business with which we may effectuate a business
combination. The continuation of our business is dependent upon our ability to
obtain adequate financing arrangements, effectuate a business combination and,
ultimately, engage in future profitable operations.





Presently,
we are not in a position to meet our cash requirements for the next 12 months,
as we do not have any cash.  From inception, our shareholders have
committed to make loans to us on an as needed basis.  There are no
further commitments, agreements or understandings of any kind with respect to
any loans or advances to be made on our behalf.





Prior to
the occurrence of a business combination, we may be required to raise capital
through the sale or issuance of additional securities or obtain borrowings or
advances from third party sources in order to ensure that we can pay our
operating expenses.  It is also possible that a business combination
might not occur during the next 12 months, if at all.  In the event we
are unable to pay our operating expenses prior to the effectuation of a business
combination, we may cease operations and a business combination may not
occur.





Critical
Accounting Policies and Estimates





A summary
of significant accounting policies is provided in Note 1 to our financial
statements included in our initial filing on Form 10 with the Securities and
Exchange Commission.  Our sole officer and director believes that the
application of these policies on a consistent basis enables the Company to
provide useful and reliable financial information about the Company's operating
results and financial condition.





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





Plan
of Operation





The
Company was incorporated in Florida on February 18, 2008.  We intend
to serve as a vehicle to effect an acquisition, merger, exchange of capital
stock or other type of business combination with a domestic or foreign
business.  Since our inception, we had not commenced any formal
business operations and all activity to date has related to the Company’s
formation, capital stock issuance, professional fees with regard to the subject
matter of the filings with the Securities and Exchange Commission and
identification of businesses.





Item 3. Quantitative and
Qualitative Disclosures About Market Risk





We have
not utilized any derivative financial instruments such as futures contracts,
options and swaps, forward foreign exchange contracts or interest rate swaps and
futures. We believe that adequate controls are in place to monitor any hedging
activities.  We do not currently have any sales or own assets and
operate facilities in countries outside the United States and, consequently, we
are not effected by foreign currency fluctuations or exchange rate
changes.  Overall, we believe that our exposure to interest rate risk
and foreign currency exchange rate changes is not material to our financial
condition or results of operations.
 -9-





Item
4.  Controls and Procedures





We
maintain disclosure controls and procedures that are designed to ensure that the
information required to be disclosed in the reports that we file 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,
and that such information is accumulated and communicated to our management,
including our President and Treasurer, as appropriate, to allow timely decisions
regarding required disclosures.  In designing and evaluating the
disclosure controls and procedures, management recognized that any controls and
procedures, no matter how well designed and operated, can only provide
reasonable assurance of achieving the desired control objectives, and in
reaching a reasonable level of assurance, management necessarily was required to
apply its judgment in evaluating the cost-benefit relationship of possible
controls and procedures.





As
required by SEC Rule 13a-15(b), we carried out an evaluation, under the
supervision and with the participation of our management, including our
President and Treasurer, of the effectiveness of the design and operation of our
disclosure controls and procedures as of the end of our first fiscal quarter
covered by this report. Based on the foregoing, our President and Treasurer
concluded that our disclosure controls and procedures were effective at the
reasonable assurance level.





There has
been no change in our internal controls over financial reporting during our
first fiscal quarter that has materially affected, or is reasonably likely to
materially affect, our internal controls over financial reporting.





Management’s
Report on Internal Control over Financial Reporting





The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting.  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 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 generally accepted accounting principles 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 generally accepted
      accounting principles, 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.





The
Company’s management assessed the effectiveness of the Company’s internal
control over financial reporting as of June 30, 2008.  In making this
assessment, the Company’s management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in
Internal Control-Integrated Framework.  The COSO framework is based
upon five integrated components of control: control environment, risk
assessment, control activities, information and communications and ongoing
monitoring.





Based on
the assessment performed, management has concluded that the Company’s internal
control over financial reporting is effective and provides reasonable assurance
regarding the reliability of its financial reporting and the preparation of its
financial statements as of June 30, 2008 in accordance with generally accepted
accounting principles.  Further, management has not identified any
material weaknesses in internal control over financial reporting as of June 30,
2008.





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





/s/ Robert Papiri


President,
Secretary, Treasurer and Director





-10-


PART
II OTHER INFORMATION





Item
6.  Exhibits




(a)                 Exhibits




Exhibit
      31.1
            302
      Certification – Robert Papiri


Exhibit
      32.1
            906
      Certification – Robert Papiri





SIGNATURES







Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.








NARAYAN
CAPITAL CORP.








DATE:  August
13,
2008                                                                      By:/s/ Robert
Papiri


Robert
Papiri


President,
Secretary and Treasurer


(Principal
Accounting Officer and Authorized Officer)





Narayan
Capital Corp.


-11-





Index to
Exhibits





Exhibit
Number                                                      Description





Exhibit
      31.1
            302
      Certification – Robert Papiri


Exhibit
      32.1
            906
      Certification – Robert Papiri







-12-