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 March
31, 2009




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)





1560
      Calais Drive
                    Miami
      Beach, Florida
                  
                  33141(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 May 1, 2009Common
      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 Sheets
                    
                    
                    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
                    
                    
                    11Item 3. Quantitative and Qualitative Disclosures About
      Market Risk
                    
                    
                    11Item 4. Controls and Procedures
                    
                    
                    12Part II Other Information
                    
                    
                    13Item 6. Exhibits
                    
                    
                    13Signatures
                    
                    
                    14Exhibit 31.1Exhibit
32.1





-2-


PART
I FINANCIAL INFORMATION





Item
1.  Financial Statements


NARAYAN
      CAPITAL CORP.(A
      DEVELOPMENT STAGE COMPANY)BALANCESHEETSASSETSMarch
      31, 2009
                                            
                                            
                                            December
      31, 2008(Unaudited)
                                            
                                            
                                            (Audited)CURRENT
      ASSETS:Cash
      & equivalents
                                            
                                            $
                                            1,935
                                            
                                            
                                            $
                                            1,185Prepaid
      accounting
                                            
                                            
                                            -
                                            
                                            
                                            
                                            750Total
      Assets
                                            
                                            $
                                            1,935
                                            
                                            
                                            $
                                            1,935LIABILITIES AND SHAREHOLDER'S
      DEFICIENCYCURRENT
      LIABILITIES:Accounts
      payable & accrued expenses
                                            
                                            $
                                            410
                                            
                                            
                                            $
                                            2,510Loan
      from shareholder
                                            
                                            
                                            17,270
                                            
                                            
                                            
                                            10,664Total
      Liabilities
                                            
                                            
                                            17,680
                                            
                                            
                                            
                                            13,174SHAREHOLDERS'
      DEFICIENCYCommon
      stock (no par value, 100,000,000 shares authorized;3,000,000
      issued and outstanding)
                                            
                                            
                                            3,000
                                            
                                            
                                            
                                            3,000Deficit
      accumulated during the development stage
                                            
                                            
                                            (18,745
                                            )
                                            
                                            
                                            (14,239
                                            )$
                                            (15,745
                                            )
                                            
                                            $
                                            (11,239
                                            )Total
      Liabilities and Shareholder's Deficiency
                                            
                                            $
                                            1,935
                                            
                                            
                                            $
                                            1,935
 
  -3-
 
  NARAYAN
      CAPITAL CORP.(A
      DEVELOPMENT STAGE COMPANY)STATEMENTS
      OF OPERATIONSFOR
      THE THREE MONTH PERIOD ENDED MARCH 31, 2009,THE
      PERIOD FROM FEBRUARY 18, 2008 (INCEPTION) TO MARCH 31,
    2008,AND
      CUMULATIVE FROM THE PERIOD FEBRUARY 18, 2008 (INCEPTION) TO MARCH 31,
      2009(Unaudited)Cumulative
      fromFor
      the three month period
                  
                  From
      February 18, 2008 (Inception)
                  
                  February
      18, 2008 (Inception)ended
      March 31, 2009
                  
                  to
      March 31, 2008
                  
                  to
      March 31, 2009Revenue:
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Expenses:General
      and Administrative
                  
                  
                  (4,506
                  )
                  
                  
                  (4,070
                  )
                  
                  
                  (18,745
                  )Net
      loss
                  
                  $
                  (4,506
                  )
                  
                  $
                  (4,070
                  )
                  
                  $
                  (18,745
                  )Basic
      and diluted net loss per share
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Weighted
      average number of shares used in calculatingbasic
      and diluted net loss per share
                  
                  
                  3,000,000
                  
                  
                  
                  3,000,000
                  
                  
                  
                  3,000,000
 
  -4-
 
  NARAYAN
      CAPITAL CORP.(A
      DEVELOPMENT STAGE COMPANY)STATEMENTS
      OF CASH FLOWSFOR
      THE THREE MONTH PERIOD ENDED MARCH 31, 2009AND
      CUMULATIVE FROM THE PERIOD FEBRUARY 18, 2008 (INCEPTION) TO MARCH 31,
      2009(Unaudited)Cumulative
      fromFor
      the three month period
                  
                  
                  February
      18, 2008 (Inception)ended
      March 31, 2009
                  
                  
                  To
      March 31, 2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                  
                  $
                  (4,506
                  )
                  
                  $
                  (18,745
                  )Decrease
      in prepaid accounting
                  
                  
                  -
                  
                  
                  
                  (750
                  )Increase
      (decrease) in accounts payable
                  
                  
                  (2,100
                  )
                  
                  
                  410Net
      cash used in operating activities
                  
                  
                  (6,606
                  )
                  
                  
                  (19,085
                  )CASH
      FLOWS FROM FINANCING ACTIVITIES:
                  
                  
                  750
                  
                  
                  
                  750Proceeds
      from accounting fee reimbursement
                  
                  
                  6,606
                  
                  
                  
                  17,270Proceeds
      from loan from related party
                  
                  
                  -
                  
                  
                  
                  3,000Proceeds
      from issuance of common stockNet
      cash provided by financing activities
                  
                  
                  7,356
                  
                  
                  
                  21,020NET
      INCREASE IN CASH & CASH EQUIVALENTS
                  
                  
                  750
                  
                  
                  
                  1,935CASH
      & CASH EQUIVALENTS, BEGINNING BALANCE
                  
                  
                  1,185
                  
                  
                  
                  -CASH
      & CASH EQUIVALENTS, ENDING BALANCE
                  
                  $
                  1,935
                  
                  
                  $
                  1,935SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATIONNONCASH
      INVESTING AND FINANCING TRANSACTIONS$
                  -
                  
                  
                  $
                  -Taxes
      paid
                  
                  $
                  -
                  
                  
                  $
                  -Interest
      paid
 
 -5-


NARAYAN CAPITALCORP.


(A
DEVELOPMENT STAGE COMPANY)





NOTES
TO FINANCIAL STATEMENTS


MARCH
31, 2009





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
December 31, 2008 were filed on April 2, 2009 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 March 31, 2009 and for the cumulative period from
February 18, 2008 (Inception) through March 31, 2009 are not necessarily
indicative of the results that may be expected for the year ended December 31,
2009.





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 May 1, 2009, 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.





-6-


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.





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 May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial Guarantee Insurance Contracts-and interpretation of
FASB Statement No. 60”.  SFAS No. 163 clarifies how Statement 60
applies to financial guarantee insurance contracts, including the recognition
and measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Company’s financial position, statements of operations, or cash flows at this
time.





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





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





In
December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding
the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in
developing an estimate of expected term of "plain vanilla" share options in
accordance with SFAS No. 123 (R), Share-Based Payment.  In particular,
the staff indicated in SAB 107 that it will accept a company's election to use
the simplified method, regardless of whether the company has sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued, the staff believed that more detailed external information about
employee exercise behavior (e.g., employee exercise patterns by industry and/or
other categories of companies) would, over time, become readily available to
companies. Therefore, the staff stated in SAB 107 that it would not expect a
company to use the simplified method for share option grants after December 31,
2007. The staff understands that such detailed information about employee
exercise behavior may not be widely available by December 31, 2007. Accordingly,
the staff will continue to accept, under certain circumstances, the use of the
simplified method beyond December 31, 2007. The Company currently uses the
simplified method for “plain vanilla” share options and warrants, and will
assess the impact of SAB 110 for fiscal year 2009. It is not believed that this
will have an impact on the Company’s consolidated financial position, results of
operations or cash flows.


-7-





In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51.  This
statement amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. Before this statement was issued,
limited guidance existed for reporting noncontrolling interests. As a result,
considerable diversity in practice existed. So-called minority interests were
reported in the consolidated statement of financial position as liabilities or
in the mezzanine section between liabilities and equity. This statement improves
comparability by eliminating that diversity. This statement is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008 (that is, January 1, 2009, for entities with calendar
year-ends). Earlier adoption is prohibited. The effective date of this statement
is the same as that of the related Statement 141 (revised 2007). The Company
will adopt this Statement beginning January 1, 2009. It is not believed that
this will have an impact on the Company’s consolidated financial position,
results of operations or cash flows.





In
December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
Combinations.  This Statement replaces FASB Statement No. 141,
Business Combinations, but retains the fundamental requirements in
Statement 141.  This Statement establishes principles and
requirements for how the acquirer: (a) recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree; (b) recognizes and measures the
goodwill acquired in the business combination or a gain from a bargain purchase;
and (c) determines what information to disclose to enable users of the financial
statements to evaluate the nature and financial effects of the business
combination. This statement applies prospectively to business combinations for
which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008. An entity may not
apply it before that date. The effective date of this statement is the same as
that of the related FASB Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements.  The Company will adopt this
statement for beginning on February 18, 2008 (Inception). It is not believed
that this will have an impact on the Company’s consolidated financial position,
results of operations or cash flows.





In
February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for
Financial Assets and Liabilities—Including an Amendment of FASB Statement No.
115.  This standard permits an entity to choose to measure many
financial instruments and certain other items at fair value. This option is
available to all entities. Most of the provisions in FAS 159 are elective;
however, an amendment to FAS 115 Accounting for Certain Investments in Debt and
Equity Securities applies to all entities with available for sale or trading
securities. Some requirements apply differently to entities that do not report
net income. SFAS No. 159 is effective as of the beginning of an entity’s first
fiscal year that begins after November 15, 2007. Early adoption is permitted as
of the beginning of the previous fiscal year provided that the entity makes that
choice in the first 120 days of that fiscal year and also elects to apply the
provisions of SFAS No. 157 Fair Value Measurements.  The Company will
adopt SFAS No. 159 beginning on February 18, 2008 (Inception).  It is
not believed that this will have an impact on the Company’s consolidated
financial position, results of operations or cash flows.





In
September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements.  This statement defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles
(GAAP), and expands disclosures about fair value measurements. This statement
applies under other accounting pronouncements that require or permit fair value
measurements, the Board having previously concluded in those accounting
pronouncements that fair value is the relevant measurement attribute.
Accordingly, this statement does not require any new fair value measurements.
However, for some entities, the application of this statement will change
current practice. This statement is effective for financial statements issued
for fiscal years beginning after November 15, 2007, and interim periods within
those fiscal years. Earlier application is encouraged, provided that the
reporting entity has not yet issued financial statements for that fiscal year,
including financial statements for an interim period within that fiscal year.
The Company will adopt this statement beginning on February 18, 2008
(Inception), and it is not believed that this will have an impact on the
Company’s consolidated financial position, results of operations or cash
flows.




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 on February 18, 2008 (Inception).  We do not expect FIN No.
48 to have a material impact on our financial statements.


-8-





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 for the year ended
December 31, 2006. 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. We do not expect the application of
this consensus to have a material impact on our 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.  This statement is effective
for us beginning on February 18, 2008 (Inception).  SAB No. 108
will not have an impact on our financial statements.





Going
Concern





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





Management’s
Plan to Continue as a Going Concern





The
Company has met its historical working capital requirements from the sale of its
capital shares.  In order to continue as a going concern, the Company
will need, among other things, additional capital
resources.  Management’s plans to obtain such resources for the
Company include (1) obtaining capital from the sale of the equity, (2) loans
from Narayan Capital Funding Corp. to meet its general and administrative
expenses, and (3) seeking out and completing a merger with an existing operating
company.  However, management cannot provide any assurance that the
Company will be successful in accomplishing any of its plans.





The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations.  In order to minimize the financial burden on the Company,
Narayan Capital Funding Corp., the Company’s majority shareholder, has agreed to
provide non-interest bearing demand loans to the Company to pay the Company’s
annual audit fees, filing costs, legal fees and other costs as long as the Board
of Directors of the Company and Narayan Capital Funding Corp. deem it
necessary.  The Company will account for each such payment as a demand
loan and, accordingly, be recorded as a current liability on the Company’s
books.  There can be no assurance that such financial support shall be
ongoing or available on terms or conditions acceptable to the
Company.





Development
Stage Risk





Since its
inception, the Company has been dependent upon the receipt of capital investment
to fund its continuing activities. In addition to the normal risks associated
with a new business venture, there can be no assurance that the Company's
business plan will be successfully executed. Our ability to execute our business
plan will depend on our ability to obtain additional financing and achieve a
profitable level of operations. There can be no assurance that sufficient
financing will be obtained.  Further, we cannot give any assurance
that we will generate substantial revenues or that our business operations will
prove to be profitable.





Loans
From Shareholder





The loans
from Narayan Capital Funding Corp., the majority shareholder, in the amount of
$17,270 are non-interest bearing demand loans, which were approved by the Board
of Directors of the Company during the period from February 18, 2008 (Inception)
through March 31, 2009.


-9-





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 $18,745 at March 31, 2009.
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 March 31, 2009 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 March 31, 2009:




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.


-10-




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 filing on Form 10-K with the Securities and Exchange
Commission on April 2, 2009.  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.
 -11-





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 March 31, 2009.  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 March 31, 2009 in accordance with generally accepted
accounting principles.  Further, management has not identified any
material weaknesses in internal control over financial reporting as of March 31,
2009.





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


-12-





PART
II OTHER INFORMATION





Item
6.  Exhibits




(a)                 Exhibits







Exhibit 31.1
              302 Certification – Robert
    PapiriExhibit 32.1
              906 Certification – Robert
  Papiri





-13-


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:  May
      7, 2009
              By:
              /s/ Robert
      PapiriRobert
      PapiriPresident,
      Secretary and Treasurer
                (Principal
      Accounting Officer and Authorized Officer)






Narayan
Capital Corp.





Index to
Exhibits





Exhibit
      Number
                DescriptionExhibit 31.1
                302 Certification – Robert
    PapiriExhibit 32.1
                906 Certification – Robert
  Papiri
 
 -14-