Attached files
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| EX-23.1 - EX231 - Bhakti Capital Corp. | ex231.htm |
| EX-32.1 - EX321 - Bhakti Capital Corp. | ex321.htm |
| EX-31.1 - EX311 - Bhakti Capital Corp. | ex311.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 10-K
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(Mark
One)
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þ
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For
the fiscal year ended December 31, 2009
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OR
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o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For
the transition period from __________ to _________
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Commission
file number: 000-53695
Bhakti
Capital Corp.
(Exact
name of registrant as specified in its charter)
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Florida
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27-0246151
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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1560
Calais Drive
Miami,
Florida 33141
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (831) 325-4194
Securities
registered under Section 12(b) of the Exchange Act: None
Securities
registered under Section 12(g) of the Exchange Act:
Common
Stock, no par value
(Title of
Class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o No þ
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes o No þ
Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes þ No o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the
best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. 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 Accelerated
filer
Non-accelerated
filer
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 þ No o
There
were no shares of the registrant’s Common Stock held by non-affiliates on March
19, 2010. On March 19, 2010, there were 3,000,000 shares of the
registrant’s Common Stock issued and outstanding and held by two (2)
shareholders deemed to be affiliates of the registrant within the meaning of
Rule 12b-2 under the Exchange Act.
Bhakti
Capital Corp.
FORM
10-K
For The
Fiscal Year Ended December 31, 2009
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PART
I
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Item
1.
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Business
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3
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Item
1A.
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Risk
Factors
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12
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Item
1B.
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Unresolved
Staff Comments
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12
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Item
2.
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Properties
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12
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Item
3.
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Legal
Proceedings
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12
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Item
4.
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Submission
of Matters to a Vote of Security Holders
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12
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PART
II
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Item
5.
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Market
for Registrant’s Common Equity, Related Stockholder Matters, and Issuer
Purchases of Equity Securities
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13
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Item
6.
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Selected
Financial Data
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14
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Item
7.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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15
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Item
7A.
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Quantitative
and Qualitative Disclosures about Market Risk
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19
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Item
8.
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Financial
Statements and Supplementary Data
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20
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Item
9.
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Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
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29
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Item
9A.
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Controls
and Procedures
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29
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Item
9B.
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Other
Information
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30
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PART
III
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Item
10.
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Directors,
Executive Officers and Corporate Governance
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31
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Item
11.
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Executive
Compensation
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32
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Item
12.
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Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
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34
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Item
13.
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Certain
Relationships and Related Transactions, and Director
Independence
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35
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Item
14.
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Principal
Accounting Fees and Services
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36
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PART
IV
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Item
15.
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Exhibits
and Financial Statement Schedules
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36
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Signatures
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37
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Explanatory
Notes
In this
Annual Report on Form 10-K, Bhakti Capital Corp. is sometimes referred to
as the “Company”, “we”, “our” or “us” and U.S. Securities and Exchange
Commission is sometimes referred to as the “SEC”.
PART
I
Item 1. Business.
General
Bhakti
Capital Corp. was incorporated under the laws of the State of Florida on May 26,
2009. We are a developmental stage company and have no revenues to
date. Since inception, our activities have been limited to actions
related to our organization and the preparation of a registration statement on
Form 10 (the “Registration Statement”). We are a “shell” company
conducting no business operations, other than our efforts to seek merger
partners or acquisition candidates. We have no full-time employees and neither
own nor lease any real estate nor vehicles.
We were
created to effect a merger, exchange of capital stock, asset acquisition or
other similar business combination, including being used as a vehicle for a
reverse merger acquisition (a “Business Combination”) with an operating or
development stage business (the “Target Business”) which desires to utilize our
status as a reporting corporation under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). We are authorized to issue 100,000,000 shares of
common stock (the “Common Stock”), pursuant the Articles of Incorporation of the
Company, of which 3,000,000 shares are currently issued and outstanding. We have
a shareholder base consisting of only two (2) shareholders. None of the
shares of Common Stock issued to such shareholders have been registered under
the Securities Act of 1933, as amended (the “Securities Act”). See “Description
of Securities”. We intend to provide shareholders with complete disclosure
concerning a target company and its business, including audited financial
statements, prior to any merger or acquisition. Further, we will not
enter into any Business Combination until the Target Business has obtained the
requisite audited financial statements required to be included in a report on
Form 8-K to be filed by us with the Securities and Exchange Commission (“SEC”)
pursuant to the requirements of Form 8-K and the Exchange Act and the applicable
rules and regulations thereunder.
We intend
to seek potential business opportunities and effectuate a Business Combination
with a Target Business with growth potential which, in the opinion of our sole
officer and director, could provide a return on investment to our sole
shareholder in the form of cash compensation and/or the potential for capital
appreciation in the form of continuing equity ownership. Our efforts in
identifying prospective Target Businesses are expected to include businesses in
the United States and abroad. While we may, under certain circumstances, seek to
effect Business Combinations with more than one Target Business, as a result of
our limited resources, we will, in all likelihood, have the ability to effect
only a single Business Combination. We may effect a Business Combination with a
Target Business which may be financially unstable or in its early stages of
development or growth. We will not restrict our search to any specific business,
industry or geographical location, and we may participate in a business venture
of virtually any kind or nature. Our sole officer and director may become
involved in management of the Target Business and/or may hire qualified but as
yet unidentified individuals to manage such Target Business. There are no
acquisitions, business combinations, or mergers pending or which have occurred
involving the Company. Presently, we have no plans, proposals, agreements,
understandings or arrangements of any kind or nature whatsoever to acquire or
merge with any specific business or company, and we have not identified any
specific business or company for investigation and evaluation.
Going Concern
Our
financial statements have been prepared on the basis of accounting principles
applicable to a going concern. As a result, they do not include adjustments that
would be necessary if we were unable to continue as a going concern and would
therefore be obligated to realize assets and discharge our liabilities other
than in the normal course of operations. As reflected in the
accompanying financial statements, the Company is in the development stage with
no operations or revenues and has an accumulated deficit of $(15,499) through
December 31, 2009. This raises substantial doubt about our ability to continue
as a going concern, as expressed by our auditors in its opinion on our financial
statements included in this report. The ability of the Company to continue as a
going concern is dependent on the Company’s ability to raise additional capital
and implement its business plan.
We have
not yet established any source of revenues sufficient to cover our operating
costs and allow us to continue as a going concern. Our ability to continue
as a going concern is dependent on us obtaining adequate capital or loans to
fund operating losses until we become profitable. If we are unable to
obtain adequate capital or loans, we could be forced to cease operations.
There can be no assurance that we will operate at a profit or additional debt or
equity financing will be available, or if available, can be obtained on
satisfactory terms.
“Shell”
Corporation
Our
discussion of the proposed business under this caption and throughout this
Report is purposefully general and is not meant to restrict our virtually
unlimited discretion to search for and enter into potential business
opportunities.
Background
We have
conducted no business operations to date and expect to conduct none in the
future, other than our efforts to effectuate a Business Combination. We,
therefore, can be characterized as a “shell” corporation. As a “shell”
corporation, we face risks inherent in the investigation, acquisition, or
involvement in a new business opportunity. Further,
as a “development stage” or “start-up” company, we face all of the unforeseen
costs, expenses, problems, and difficulties related to such companies, including
whether we will continue to be a going concern entity for the foreseeable
future. We are dependent upon the efforts of our sole officer and director to
effectuate a Business Combination.
Due to
our limited capital resources, the consummation of a Business Combination will
likely involve the acquisition of, or merger or consolidation with, a company
that may or may not need substantial additional capital, and also desires to
establish a public trading market for its shares of capital stock, while
avoiding what it might deem to be the adverse consequences of undertaking a
public offering itself, such as the time delays and significant expenses
incurred to comply with the various Federal and state securities laws that
regulate initial public offerings. A Target Business might desire, among other
reasons, to
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create
a public market for shares of capital stock in order to enhance liquidity
for shareholders,
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facilitate
raising capital through the private into public sale of securities,
commonly referred to as a “PIPE”
transaction,
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facilitate
raising capital through the public sale of securities of which the
existence of a public market for such securities may exist,
and/or
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acquire
additional assets through the issuance of securities rather than for
cash.
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No
trading market in our securities presently exists and we have no plans on
registering any securities under the Securities Act or state blue sky laws for
the foreseeable future. In light of the restrictions concerning shell companies
contained in many state blue sky laws and the regulations thereunder, it is not
likely that a trading market will be created in our securities until such time
as a Business Combination occurs with a Target Business. No assurances are given
that subsequent to such a Business Combination that a trading market in our
securities will develop, or, if such a trading market is developed, that it can
be maintained with liquidity. We presently have 100,000,000 shares of Common
Stock authorized, of which 3,000,000 are currently issued and outstanding. None
of these outstanding shares have been registered under the Securities Act, and
all of which are deemed to be “restricted securities”, as that term is defined
under Rule 144 promulgated under the Securities Act, because such shares were
issued in a private placement transaction to one “accredited investor” not
involving a public offering. As of the date hereof, we have not provided
to any shareholder registration rights to register under the Securities Act any
shares of Common Stock of the Company. See “Market Price of and Dividends on the
Registrant's Common Equity and Related Shareholder Matters”.
We cannot
estimate the time that it will take to effectuate a Business Combination. It
could be time consuming; possibly in excess of many months or years.
Additionally, no assurance can be made that we will be able to effectuate a
Business Combination on favorable terms, or, if such a Business Combination can
be effected at all. We might identify and effectuate a Business Combination with
a Target Business which proves to be unsuccessful for any number of reasons,
many of which are due to the fact that the Target Business is not identified at
this time. If this occurs, the Company and its shareholders might not
realize any type of profit.
There are relatively low barriers to becoming a blank check company or
shell company, thereby increasing the
competitive market for a small number of business opportunities.
There are
relatively low barriers to becoming a blank check company or shell company. A
newly incorporated company with a single stockholder and sole officer and
director may become a blank check or shell company by voluntarily subjecting
itself to the SEC reporting requirements by filing and seeking effectiveness of
a Form 10, thereby registering its common stock pursuant to Section 12(g) of the
Securities Act of 1934 with the SEC. A Form 10 registration statement goes
effective by lapse of time 60 days after the original filing date, pursuant to
Section 12(g)(1) of the Exchange Act and, upon the expiration of this 60 day
time period, a registrant will be subject to the reporting requirements
under the Exchange Act and the registration statement is automatically deemed
effective. The relative ease and low cost with which a company can become a
blank check or shell company can increase the already highly competitive market
for a limited number of businesses that will consummate a successful business
combination.
Unspecified
Industry and Target Business
We will
seek to acquire a Target Business without limiting ourselves to a particular
industry. In seeking a Target Business, we will consider, without limitation,
businesses which
(i) offer
or provide services or develop, manufacture or distribute goods in the United
States or abroad, including, without limiting the generality of the foregoing,
in the following areas: technology; real estate; health care; health products;
educational services; environmental services; consumer-related products and
services (including amusement, entertainment, video games, gaming and/or
recreational services); personal care services; voice and data information
processing; and telecommunication equipment manufacturers or
(ii) are
engaged in wholesale or retail distribution of various products.
To date,
we have not selected any particular industry or any Target Business in which to
concentrate our Business Combination efforts. Accordingly, we are only able to
make general disclosures concerning the risks and hazards of effectuating a
Business Combination with a Target Business since there is presently no current
basis for us to evaluate the possible merits or risks of the Target Business or
the particular industry in which we may ultimately operate. Any Target Business
that is selected will be required to have audited financial statements prior to
the consummation of a Business Combination consistent with the requirements of
Form 8-K and the Exchange Act and the rules and regulations
thereunder.
To the
extent that we effect 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 will become subject to
numerous risks and uncertainties inherent in the business and operations of
financially unstable and early stage or potential emerging growth companies. In
addition, to the extent that we effect a Business Combination with a Target
Business in an industry characterized by a high level of risk, we will become
subject to the currently unascertainable risks of that industry. An extremely
high level of risk frequently characterizes certain industries which experience
rapid growth. Although our sole officer and director will endeavor to evaluate
the risks inherent in a particular industry or Target Business, there can be no
assurances that we will properly ascertain or assess all significant risk
factors.
Probable
Lack of Business Diversification
As a
result of our limited resources, in all likelihood, we will have the ability to
effect only a single Business Combination. Accordingly, our prospects for
success will be entirely dependent upon the future performance of a single
business. Unlike certain entities that have the resources to consummate several
Business Combinations or entities operating in multiple industries or multiple
segments of a single industry, it is highly unlikely that we will have the
resources to diversify our operations or benefit from spreading risks or
offsetting losses. Our probable lack of diversification could subject us to
numerous economic, competitive and regulatory developments, any or all of which
may have a material adverse impact upon the particular industry in which we may
operate subsequent to consummation of a Business Combination. The prospects for
our success may become dependent upon the development or market acceptance of a
single or limited number of products, processes or services. Accordingly, there
can be no assurance that the Target Business will prove to be commercially
viable.
Limited
Ability to Evaluate Target Business’ Management
While our
ability to successfully effect a Business Combination will be dependent upon
certain key personnel, the future role of such personnel in the Target Business
cannot presently be stated with any certainty. There can be no assurance that
our sole officer and director will remain associated in any operational capacity
with us following a Business Combination. Moreover, there can be no assurances
that our sole officer and director will have any experience or knowledge
relating to the operations of the particular Target Business. Furthermore,
although we intend to scrutinize the management team of a prospective Target
Business in connection with evaluating the desirability of effecting a Business
Combination with such Target Business, there can be no assurances that our
assessment of such management team will prove to be correct, especially since
our sole officer and director is not a professional business analyst. See
“Directors, Executive Officers, Promoters and Control Persons”.
Accordingly,
we will be completely dependent on the ability of the management team of the
Target Business who are unidentifiable as of the date hereof. In addition, there
can be no assurances that such future management team will have the necessary
skills, qualifications or abilities to manage a public company. We may also seek
to recruit additional managers to supplement the incumbent management team of
the Target Business. There can be no assurances that we will have the ability to
recruit such additional managers, or that such additional managers will have the
requisite skill, knowledge or experience necessary or desirable to enhance the
incumbent management team.
Opportunity
for Shareholder Evaluation or Approval of Business Combinations
Our
non-affiliate shareholders, if any, will, in all likelihood, not receive nor
otherwise have the opportunity to evaluate any financial or other information
which will be made available to us in connection with selecting a potential
Business Combination until after we have entered into an agreement to effectuate
a Business Combination. Such agreement to effectuate a Business Combination,
however, will be subject to shareholder approval pursuant to applicable law. As
a result, our non-affiliate shareholders, if any, will be almost entirely
dependent on the judgment and experience of our sole officer and director and
his advisors in connection with the selection and ultimate consummation of a
Business Combination. In addition, under Florida law, the form of Business
Combination could have an impact upon the availability of dissenters’ rights
(i.e., the right to
receive fair payment with respect to our Common Stock) to shareholders
disapproving the proposed Business Combination. See “Description of Business –
‘Shell Corporation’” “Conflicts of Interest” and “Certain Relationships and
Related Transactions”.
Selection
of a Target Business and Structuring of a Business Combination
We
anticipate that the selection of a Target Business will be complex and risky
because of competition for such business opportunities among all segments of the
financial community. The nature of our search for the acquisition of a Target
Business will require maximum flexibility inasmuch as we will be required to
consider various factors and circumstances which may preclude meaningful direct
comparison among the various business enterprises to be investigated by us.
Investors should recognize that the possible lack of diversification among our
acquisitions may not permit us to offset potential losses from one venture
against profits from another. We have virtually unrestricted flexibility in
identifying and selecting a prospective Target Business. In addition, in
evaluating a prospective Target Business, our sole officer and director will
consider, among other factors, the following factors which are not listed in any
particular order:
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financial
condition and results of operations of the Target
Business;
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growth
potential and projected financial performance of the Target Business and
the industry in which it operates;
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experience
and skill of management and the availability of additional personnel of
the Target Business;
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capital
requirements of the Target
Business;
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the
availability of a transaction exemption from the registration requirements
of the Securities Act for any potential Business
Combination;
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the
location of the Target Business;
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competitive
position of the Target Business;
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stage
of development or lifecycle of the products, processes or services of the
Target Business, if any;
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degree
of current or potential market acceptance of the products, processes or
services of the Target Business, if
any;
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proprietary
features, intellectual property rights and trade secrets of the Target
Business, if any;
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regulatory
environment of the industry in which the Target Business
operates;
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costs
associated with effecting the Business Combination;
and
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equity
interest, and possible management participation, in the Target
Business.
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The
foregoing criteria are not intended to be exhaustive. Any evaluation relating to
the merits of a particular Business Combination will be based, to the extent
relevant, on the above factors as well as other objective and subjective
criteria deemed relevant by us in connection with effecting a Business
Combination consistent with our business objective. In many instances, it is
anticipated that the historical operations of a Target Business may not
necessarily be indicative of the potential for such Target Business’ future
prospects.
We will
be dependent upon the owners of a Target Business to identify any such problems
which may exist and to implement, or be primarily responsible for the
implementation of, necessary changes. Because we may engage in a Business
Combination with a newly organized firm or with a firm which is entering a new
phase of growth, we will incur further risks, because in many instances,
management of the Target Business will not have proven its abilities or
effectiveness, the eventual market for the products or services of the Target
Business will likely not be established, and the Target Business may not be
profitable subsequent to a Business Combination.
Our
limited funds and the lack of full-time management will likely make it
impracticable to conduct a complete and exhaustive investigation and analysis of
a Target Business before we commit capital or other resources. Management
decisions, therefore, will likely be made without detailed feasibility studies,
independent analysis, market surveys and the like which, if we had more funds
available to us, would be desirable. We will be particularly dependent in making
decisions upon information provided by the promoters, owners, sponsors, or
others associated with the business opportunity seeking our
participation.
In
connection with our evaluation of a prospective Target Business, our sole
officer and director anticipates that he will conduct a due diligence review
which will encompass, among other things, meetings with incumbent management and
inspection of facilities, as well as review of financial or other information
which will be made available to us. The time and costs required to select and
evaluate a Target Business, including conducting a due diligence review,
negotiating relevant agreements and preparing requisite documents for filing
pursuant to applicable Federal securities laws, state blue sky laws, foreign
securities laws, if any, and corporation laws cannot presently be ascertained
with any degree of certainty.
Our sole
officer and director intends to devote not more than five hours per week of his
time to our operations, and, accordingly, consummation of a Business Combination
may require a greater period of time than if he devoted his full time to our
affairs. However, our sole officer and director will devote such time
as he deems reasonably necessary, to carry out the business and affairs of the
Company, including the evaluation of potential Target Businesses and the
negotiation of a Business Combination and, as a result, the amount of time
devoted to our business and affairs may vary significantly depending upon, among
other things, whether we have identified a Target Business or are engaged in
active negotiations of a Business Combination. Any costs incurred in connection
with the identification and evaluation of a prospective Target Business with
which a Business Combination is not ultimately consummated will result in a loss
to the Company and reduce the amount of capital available to otherwise complete
a Business Combination or for the resulting entity to utilize. In the event we
deplete our cash reserves, we might be forced to cease operations and a Business
Combination might not occur.
We
anticipate that we will locate and make contact with Target Businesses primarily
through the reputation and efforts of our sole officer and director and
representatives, who intend to meet personally with existing management and key
personnel, visit and inspect material facilities, assets, products and services
belonging to such prospects, or undertake such reasonable investigation as they
deem appropriate. Our sole officer and director and our representatives have a
network of business contacts and believe that prospective Target Businesses will
be referred to us through this network of contacts.
We also
expect that many prospective Target Businesses will be brought to our sole
officer and director’s attention from various other non-affiliated sources,
including securities broker-dealers, investment bankers, venture capitalists,
bankers, and other members of the financial community. We have neither the
present intention, nor does the present potential exist for us, to consummate a
Business Combination with a Target Business in which our sole officer and
director or his affiliates or associates, directly or indirectly, have a
pecuniary interest, although no existing corporate policies would prevent this
from occurring. Although there are no current plans to do so, we may engage the
services of professional firms that specialize in finding business acquisitions
and pay a finder's fee or other compensation. Since we have no current plans to
utilize any outside consultants or advisors to assist in a Business Combination,
no policies have been adopted regarding use of such consultants or advisors, the
criteria to be used in selecting such consultants or advisors, the services to
be provided, the term of service, or regarding the total amount of fees that may
be paid. However, because of our limited resources, it is likely that any such
fee we agree to pay would be paid in cash and/or shares of our Common Stock. In
no event will we pay a finder's fee or commission to any officer or director or
to any entity with which they are affiliated for such service. Moreover, in no
event shall we issue any of our securities to any of our sole officer and
director or promoters, if any, or any of their respective affiliates or
associates, in connection with activities designed to locate a Target
Business.
As a
general rule, Federal and state tax laws and regulations have a significant
impact upon the structuring of business combinations. We will evaluate the
possible tax consequences of any prospective Business Combination and will
endeavor to structure a Business Combination so as to achieve the most favorable
tax treatment for us, the Target Business and their respective stockholders.
There can be no assurance that the Internal Revenue Service or relevant state
tax authorities will ultimately assent to our proposed tax treatment of a
particular Business Combination.
To the
extent the Internal Revenue Service or any relevant state tax authorities
ultimately prevail in recharacterizing the tax treatment of a Business
Combination, there may be adverse tax consequences to us, the Target Business
and their respective stockholders. Tax considerations, as well as other relevant
factors, will be evaluated in determining the precise structure of a particular
Business Combination, which could be effected through various forms of a merger,
consolidation or stock or asset acquisition.
Although
we have no commitments as of the date of this registration statement to issue
any shares of Common Stock, preferred stock, options or warrants or other equity
consideration, we will, in all likelihood, issue a substantial number of
additional securities in connection with the consummation of a Business
Combination. To the extent that such additional securities are issued, dilution
to the interests of our sole shareholder will inevitably occur. Additionally, if
a substantial number of shares of Common Stock are issued in connection with the
consummation of a Business Combination, a change in our control will occur which
will also likely affect, among other things, our ability to utilize net
operating loss carry forwards, if any.
Any such
change in control will likely result in the resignation or removal of our sole
officer and director. If there is a change in the person serving as sole officer
and director, no assurance can be given as to the experience or qualifications
of our new management. Our sole officer and director considers it likely that in
order to consummate a Business Combination, a change in control will ultimately
occur; therefore, he anticipates offering not less than a controlling interest
to a Target Business in order to effectuate a Business Combination.
Our sole
officer and director may actively negotiate for or otherwise consent to the
disposition of any portion of Narayan Capital Funding Corp. Common Stock as
a condition to or in connection with a Business Combination. Therefore, it is
possible that the terms of any Business Combination will provide for the sale of
all or any portion of the shares of Common Stock owned beneficially by our sole
officer and director. It is likely that none of our other shareholders, if any,
will be afforded the right to sell their shares of Common Stock in connection
with a Business Combination pursuant to the same terms that our sole officer and
director, who is also the beneficial owner of a majority of our outstanding
shares of Common Stock, will be provided.
There are
currently no limitations relating to our ability to borrow funds to increase the
amount of capital available to us to effect a Business Combination or otherwise
finance the operations of the Target Business. However, our limited resources
and lack of operating history could make it difficult for us to borrow
additional funds from other sources. The amount and nature of any borrowings by
us will depend on numerous considerations, including our capital requirements,
potential lenders' evaluation of our ability to meet debt service on borrowings
and the then prevailing conditions in the financial markets, as well as general
economic conditions. We do not have any arrangements with any bank or financial
institution to secure additional financing and there can be no assurance that
such arrangements, if required or otherwise sought, would be available on terms
commercially acceptable or otherwise in our best interests. Our inability to
borrow funds required to effect or facilitate a Business Combination, or to
provide funds for an additional infusion of capital into a Target Business, may
have a material adverse effect on our financial condition and future prospects,
including the ability to effect a Business Combination. To the extent that debt
financing ultimately proves to be available, any borrowings may subject us to
various risks traditionally associated with indebtedness, including the risks of
interest rate fluctuations and insufficiency of cash flow to pay principal and
interest. Furthermore, a Target Business may have already incurred debt
financing and, therefore, all the risks inherent thereto.
If our
securities are issued as part of an acquisition, such securities are required to
be issued either in reliance upon exemptions from registration under applicable
Federal or state securities laws or registered for public distribution. We
intend to primarily target only those companies where an exemption from
registration would be available; however, since the structure of the Business
Combination has yet to be determined, no assurances can be made that we will be
able to rely on such exemptions. Registration of securities typically requires
significant costs and time delays are typically encountered. In addition, the
issuance of additional securities and their potential sale in any trading market
which might develop in our Common Stock, of which there is presently no trading
market and no assurances can be given that one will develop, could depress the
price of our Common Stock in any market which may develop in our Common Stock.
Further, such issuance of additional securities would result in a decrease in
the percentage ownership of our sole shareholder.
Due to
our small size and limited amount of capital, our ability to raise additional
capital, if and when needed, could be constrained. Until such time as any
enterprise, product or service which we acquire generates revenues sufficient to
cover operating costs, it is conceivable that we could find ourselves in a
situation where we need additional funds in order to continue our operations.
This need could arise at a time when we are unable to borrow funds and when
market acceptance for the sale of additional shares of our Common Stock does not
exist. See "Management's Discussion and Analysis or Plan of
Operation".
Conflicts
of Interest
Our sole
officer and director is not required to commit his full time to our affairs and,
accordingly, such person may have a conflict of interest in allocating
management time among various business activities. Our sole officer and director
may engage in other business activities similar and dissimilar to those we are
engaged in without any limitations or restrictions applicable to such
activities. To the extent that such person engage in such other activities, he
will have possible conflicts of interest in diverting opportunities to other
companies, entities or persons with which he is or may be associated or have an
interest, rather than diverting such opportunities to us. As no policy has been
established for the resolution of such a conflict, we could be adversely
affected should our sole officer and director choose to place his other business
interests before ours. No assurance can be given that such potential conflicts
of interest will not cause us to lose potential opportunities. Our sole officer
and director may become aware of investment and business opportunities which may
be appropriate for presentation to us as well as the other entities with which
he is affiliated. Our sole officer and director may have conflicts of interest
in determining which entity a particular business opportunity should be
presented. Accordingly, as a result of multiple business affiliations, our sole
officer and director may have similar legal obligations relating to presenting
certain business opportunities to multiple entities. There can be no assurances
that any of the foregoing conflicts will be resolved in our favor.
Our sole
officer and director may actively negotiate for or otherwise consent to the
disposition of all or any portion of the shares of Common Stock held by Narayan
Capital Funding Corp. and Willowhuasca Wellness, Inc., as a condition to, or in
connection, with a Business Combination. Therefore, it is possible that the
terms of any Business Combination will provide for the sale of all or a portion
of the shares of Common Stock held by such shareholders. In the event that such
a sale occurs, the Company's sole officer and director intends to approve the
Business Combination pursuant to Section 607.0902(2)(d)(7) of the Florida
Business Corporation Act, which will have the effect of removing the transaction
from the purview of the control-share acquisition statute promulgated under
Section 607.0902 of the Florida Business Corporation Act. Thus, it is likely
that no other shareholders, if any, will be afforded the right to sell shares of
Common Stock in connection with a Business Combination pursuant to the same
terms that Narayan Capital Funding Corp. and Willowhuasca Wellness, Inc. will be
provided. Also, such other shareholders, if any, will not be afforded an
opportunity to approve or consent to the purchase of all or any portion of the
shares of Common Stock being sold by Willowhuasca Wellness, Inc. and Narayan
Capital Funding Corp., whose shares are beneficially owned by our sole officer
and director. See “Description of Business – ‘Shell Corporation’” and
“- Selection of a Target Business and Structuring of a Business
Combination”.
Investment
Company Act and Other Regulation
Specifically,
we intend to conduct our activities so as to avoid being classified as an
“investment company” under the Investment Company Act of 1940 (the “Investment
Act”), and, therefore, to avoid application of the costly and restrictive
registration and other provisions of the Investment Act, and the regulations
promulgated thereunder. Our plan
of business may involve changes in our capital structure, corporate structure,
management team, the board of directors, voting control by our sole shareholder
and business prospects and plans, especially if we consummate a Business
Combination, as discussed above. Each of these areas is regulated by the
Investment Act, in order to protect purchasers of investment company securities.
Since we will not register as an investment company, shareholders will not be
afforded these protections.
Any
securities which we might acquire in exchange for our Common Stock will be
“restricted securities” within the meaning of the Securities Act. If we elect to
resell such securities, such sale cannot proceed unless a registration statement
has been declared effective by the Securities and Exchange Commission or an
exemption from registration is available under the Securities Act. Section 4(1)
of the Securities Act, which exempts sales of securities not involving a public
distribution by persons other than an issuer, underwriter or dealer, would in
all likelihood be available to permit a private sale. Although our plan of
operation does not contemplate the resale of an acquired Target Business’
securities, if such a sale were to be necessary, we would be required to comply
with the provisions of the Securities Act to effect such resale.
Any
Business Combination that we consummate may be in an industry which is regulated
or licensed by Federal, state or local authorities. Compliance with such
regulations can be expected to be a time consuming and expensive
process.
Penny
Stock Regulations - State Blue Sky restrictions - Restrictions on
Marketability
The
Securities and Exchange Commission has adopted regulations which generally
define a “penny stock” to be any equity security that has a market price of less
than $5.00 per share or an exercise price of less than $5.00 per share, subject
to certain exceptions. Our securities may be covered by the penny stock rules,
which impose additional sales practice requirements on broker-dealers who sell
such securities to persons other than established customers and accredited
investors, which are, generally, institutions with assets in excess of
$5,000,000 or individuals with net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. For
transactions covered by this rule, the broker-dealers must make a special
suitability determination for the purchase and receive the purchaser's written
agreement of the transaction prior to the sale. Consequently, the rule may
affect the ability of broker-dealers to sell our securities and also may affect
the ability of any shareholder to sell shares of Common Stock in the secondary
market.
In
addition, the Securities and Exchange Commission has adopted a number of rules
to regulate “penny stocks”. Such rules include Rules 3a51-1, 15g-1, 15g-2,
15g-3, 15g-4, 15g-5, 15g-6, and 15g-9 under the Exchange Act. Because our
securities may from time to time, and at the present time, constitute "penny
stocks" within the meaning of these rules, the rules would apply to the Company
and to its securities. These rules may further affect the ability of our sole
shareholder and other shareholders, if any, to sell their shares in any public
market which might develop.
Shareholders
should be aware that, according to Securities and Exchange Commission Release
No. 34-29093, the market for penny stocks has suffered in recent years from
patterns of fraud and abuse. Such patterns include the following:
|
·
|
control
of the market for the security by one or a few broker-dealers that are
often related to the promoter or
issuer;
|
|
·
|
manipulation
of prices through prearranged matching of purchases and sales and false
and misleading press releases;
|
|
·
|
“boiler
room” practices involving high-pressure sales tactics and unrealistic
price projections by inexperienced sales
persons;
|
|
·
|
excessive
and undisclosed bid-ask differentials and markups by selling
broker-dealers; and
|
|
·
|
the
wholesale dumping of the same securities by promoters and broker-dealers
after prices have been manipulated to a desired level, along with the
resulting inevitable collapse of those prices and with consequent investor
losses.
|
We are
aware of the abuses that have occurred historically in the penny stock market.
Although we do not expect to be in a position to dictate the behavior of the
market or of broker-dealers who participate in the market, our sole officer and
director will strive within the confines of practical limitations and applicable
laws and regulations to prevent the described patterns from being established
with respect to our securities.
Competition
We expect
to encounter intense competition from other entities having a business objective
similar to ours. Many of these entities are well-established and have extensive
experience in connection with identifying and effecting business combinations
directly or through affiliates. Many of these competitors possess greater
financial, marketing, technical, personnel and other resources than us, and
there can be no assurances that we will have the ability to compete
successfully. Our financial resources will be extremely limited in comparison to
those of many of our competitors. This inherent competitive limitation could
compel us to select certain less attractive Target Businesses for a Business
Combination. There can be no assurances that such Target Businesses will permit
us to meet our stated business objective. Our sole officer and director
believes, however, that our status as a reporting public entity could give us a
competitive advantage over privately held entities having a similar business
objective to ours in acquiring a Target Business with significant growth
potential on favorable terms.
Uncertainty
Of Competitive Environment Of Target Business
In the
event that we succeed in effecting a Business Combination, we will, in all
likelihood, become subject to intense competition from competitors of the Target
Business. In particular, certain industries which experience rapid growth
frequently attract an increasingly larger number of competitors, including
competitors with increasingly greater financial, marketing, technical and other
resources than the initial competitors in the industry. The degree of
competition characterizing the industry of any prospective Target Business
cannot presently be ascertained. There can be no assurances that, subsequent to
a Business Combination, we will have the resources to compete effectively,
especially to the extent that the Target Business is in a high-growth
industry.
Federal
Securities Laws Compliance
Under the
Federal securities laws, companies reporting under the Exchange Act must furnish
shareholders certain information about significant acquisitions, which
information may require audited financial statements for a Target Business with
respect to one or more fiscal years, depending upon the relative size of the
acquisition. Consequently, our policy is to only effect a Business Combination
with a Target Business that has available the requisite audited financial
statements. See “Description of Securities-General”.
Facilities
Our
principal office is located at 1560 Calais Drive, Miami, Florida 33141. We
occupy this space rent-free. We believe these facilities are adequate to serve
our needs until such time as a Business Combination occurs. We expect to be able
to utilize these facilities, free of charge, until such time as a Business
Combination occurs. See “Description of Property” and “Certain Relationships and
Related Transactions”.
Employees
As of the
date of this Registration Statement, we are in the development stage and
currently have no employees, other than our sole officer and director. Our sole
officer and director serves on a part-time basis. We expect to use consultants,
attorneys and accountants as necessary, and do not anticipate a need to engage
any other employees, so long as we our seeking and evaluating Target Businesses.
The need for employees and their availability will be addressed in connection
with the decision whether or not to acquire a Target Business, or participate in
a specific Business Combination.
Item 1A. Risk Factors.
Not
applicable.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
Our
principal executive office is located at 1560 Calais Drive, Miami, Florida
33141. We believe these facilities are adequate to serve our needs
until such time as a Business Combination occurs. We do not pay for the use of
such space. We anticipate that we will rent separate office facilities and
space, when needed, to support the growth of our business.
Item 3. Legal Proceedings.
We are
not a party to any legal proceedings, nor are we aware of any threatened
litigation whatsoever.
Item 4. Submission of Matters to a Vote of Security
Holders.
There
were no matters submitted to a vote of security holders during the fourth
quarter of 2009.
PART
II
Item 5. Market for Registrant’s Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity
Securities.
Market
Information
Our
common stock has not been approved for quotation or trading and, accordingly, a
public trading market for our shares of common stock has not yet commenced and
no shares of our common stock have been traded. There can be no
assurance that such a public trading market will develop, or, if such a trading
market is developed, that it can be maintained with liquidity. On
March 19, 2010, there were 2 registered holders of our common
stock.
Dividends
We have
not paid any dividends on our common stock, and it is not anticipated that any
dividends will be paid in the foreseeable future. The declaration and payment of
dividends in the future will be determined by the Board of Directors in light of
conditions then existing, including our earnings, financial condition, capital
requirements and other factors.
Recent
Sales of
Unregistered Securities
The
following is a summary of the sole transaction by us from May 26, 2009, which is
our inception, through March 19, 2010 involving sales of our securities that
were not registered under the Securities Act. The offer and sale was
made in reliance on Section 4(2) of the Securities Act, or Regulation D
promulgated under Section 4(2) of the Securities Act, as transactions by an
issuer not involving any public offering. The purchaser was an
“accredited investor”, as that term is defined in Rule 501 promulgated under the
Securities Act of 1933, as amended. The purchaser was provided access
to all material information which it requested, and all information necessary to
verify such information and were afforded access to management of the registrant
in connection with this purchase. The holder of the unregistered securities
acquired such securities for investment and not with a view toward distribution,
acknowledging such intent to the registrant. All certificates or agreements
representing such securities that were issued contained restrictive legends,
prohibiting further transfer of the certificates or agreements representing such
securities, without such securities either being first registered or otherwise
exempt from registration under the Securities Act, in any further resale or
disposition.
Founder
Share Issuance
On May
27, 2009, we issued 3,000,000 shares of our restricted common stock to
Willowhuasca Wellness, Inc. for $3,000, or $0.001 per share. The
investor represented its intention to acquire the shares for investment only and
not with a view to sell the shares in connection with any distribution thereof
and an appropriate restrictive legend was affixed to the share
certificate. We believe that the issuance of the shares was exempt
from the registration and prospectus delivery requirements of the Securities Act
of 1933 by virtue of Section 4(2).
Item 6. Selected Financial Data.
The
following financial data has been derived from and should be read in conjunction
with (i) our audited financial statements for the period May 26, 2009 (our
inception) to December 31, 2009, together with the notes to these financial
statements; (ii) and the sections of this report entitled “Business” and
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations”, included elsewhere herein or filed with the SEC. Our
historical results are not necessarily indicative of the results we may achieve
in any future period.
|
Statement
of Operations Data:
|
Period
from
May
26,
2009
(inception)
to
December
31, 2009
|
|||||
|
Revenue:
|
$ | - | ||||
|
Expenses:
|
||||||
|
General
and administrative
|
15,499 | |||||
|
Total
expenses
|
15,499 | |||||
|
Net
(loss)
|
$ | (15,499 | ) | |||
|
|
||||||
|
Basic
and diluted net (loss) per share
|
$ | - | ||||
|
Weighted
average number of common shares outstanding
|
3,000,000 | |||||
|
As
of
|
||||
|
Consolidated
Balance Sheet Data:
|
December
31, 2009
|
|||
|
Cash
and cash equivalents
|
$ | - | ||
|
Working
capital
|
(12,499 | ) | ||
|
Total
assets
|
- | |||
|
Total
long-term liabilities
|
- | |||
|
Total
liabilities
|
12,499 | |||
|
Total
shareholders’ (deficit)
|
(12,499 | ) | ||
Item 7. Management’s Discussion And Analysis Of Financial
Condition And Results Of Operations
The
following discussion should be read in conjunction with (i) our audited
financial statements for the period May 26, 2009, our inception, through
December 31, 2009, and the related notes; and (ii) the section entitled
“Business” that appears elsewhere in this report. The following
discussion contains forward-looking statements that reflect our plans, estimates
and beliefs. Our actual results could differ materially from those discussed in
the forward looking statements. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed below and elsewhere
in this report. You should not place undue certainty on these forward-looking
statements, which apply only as of the date of this report. Our
financial statements are stated in United States Dollars and are prepared in
accordance with United States Generally Accepted Accounting
Principles.
The
statements in this report include forward-looking statements. These
forward-looking statements are based on our management’s current expectations
and beliefs and involve numerous risks and uncertainties that could cause actual
results to differ materially from expectations. You should not rely
upon these forward-looking statements as predictions of future events because we
cannot assure you that the events or circumstances reflected in these statements
will be achieved or will occur. You can identify a forward-looking
statement by the use of the forward-terminology, including words such as “may”,
“will”, “believes”, “anticipates”, “estimates”, “expects”, “continues”,
“should”, “seeks”, “intends”, “plans”, and/or words of similar import, or the
negative of these words and phrases or other variations of these words and
phrases or comparable terminology. These forward-looking statements
relate to, among other things: our sales, results of operations and anticipated
cash flows; capital expenditures; depreciation and amortization expenses; sales,
general and administrative expenses; our ability to maintain and develop
relationship with our existing and potential future customers; and,
our ability to maintain a level of investment that is required to remain
competitive. Many factors could cause our actual results to differ
materially from those projected in these forward-looking statements, including,
but not limited to: variability of our revenues and financial performance; risks
associated with technological changes; the acceptance of our products in the
marketplace by existing and potential customers; disruption of operations or
increases in expenses due to our involvement with litigation or caused by civil
or political unrest or other catastrophic events; general economic conditions,
government mandates and conditions in the gaming/entertainment industry in
particular; and, the continued employment of our key personnel and other risks
associated with competition.
For a
discussion of the factors that could cause actual results to differ materially
from the forward-looking statements see the “Liquidity and Capital Resources”
section under “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” in this item of this report and the other risks and
uncertainties that are set forth elsewhere in this report or detailed in our
other Securities and Exchange Commission reports and filings. We
believe it is important to communicate our expectations. However, our management
disclaims any obligation to update any forward-looking statements whether as a
result of new information, future events or otherwise.
Overview
Bhakti
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 Exchange Act., which we
consider to have significant growth potential. We were incorporated
in the State of Florida on May 26, 2009. To date, we have neither
engaged in any operations nor generated any revenue. 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. We neither generate any cash revenue nor cash
flow. Our operating costs, which include professional fees and costs
are likely to approximate $19,000 during the next 12 months. In the
event we cannot meet our operating costs prior to the effectuation of a business
combination, we may cease operations and a business combination may not
occur.
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.
Going Concern
Our
financial statements have been prepared on the basis of accounting principles
applicable to a going concern. As a result, they do not include adjustments that
would be necessary if we were unable to continue as a going concern and would
therefore be obligated to realize assets and discharge our liabilities other
than in the normal course of operations. As reflected in the
accompanying financial statements, the Company is in the development stage with
no operations or revenues, has used cash flows in operations of $10,624 from
inception of May 26, 2009 to December 31, 2009 and has an accumulated deficit of
$(15,499) through December 31, 2009. This raises substantial doubt about our
ability to continue as a going concern, as expressed by our auditors in its
opinion on our financial statements included in this report. The ability of the
Company to continue as a going concern is dependent on the Company’s ability to
raise additional capital and implement its business plan.
We have
not yet established any source of revenues sufficient to cover our operating
costs and allow us to continue as a going concern. Our ability to continue
as a going concern is dependent on us obtaining adequate capital or loans to
fund operating losses until we become profitable. If we are unable to
obtain adequate capital or loans, we could be forced to cease operations.
There can be no assurance that we will operate at a profit or additional debt or
equity financing will be available, or if available, can be obtained on
satisfactory terms.
Results
of Operations
We are a
development stage company and have incurred losses of $(15,499) as of December
31, 2009, which are due to ongoing general and administrative expenses and not
having generated any revenues.
Results
for the Period from May 26, 2009 (our inception) through December 31,
2009
Revenues. The Company’s
revenues for the period May 26, 2009 (inception) through December 31, 2009 were
$0. No revenues occurred during these periods, because no there were
no sales.
Cost of
Revenues. The Company’s cost of revenues for the period May
26, 2009 (inception) through December 31, 2009 were $0. There was not
cost of revenues, because no sales were made by the Company.
Gross Profit/Loss. The
Company’s gross profit/loss for the period May 26, 2009 (inception) through
December 31, 2009 were $0. No gross profit/loss occurred during this
period, because no there were no sales.
General and Administrative
Expenses. General and administrative expenses for the period May 26, 2009
(inception) through December 31, 2009 were $15,499. General and
administrative expenses consist primarily of professional service fees paid to
our law firm, accounting firm and financial printer handling our SEC
filings.
Net Loss. Net loss for the
period May 26, 2009 (inception) through December 31, 2009 was
($15,499). The net loss was due to professional fees and the expenses
associated with being a reporting company under the Exchange Act and generating
no revenues since our inception.
Impact
of Inflation
We
believe that the rate of inflation has had negligible effect on
us. We believe we can absorb most, if not all, increased
non-controlled operating costs by operating our Company in the most efficient
manner possible.
Liquidity
and Capital Resources
The
following table sets forth our liquidity and capital resources as of December
31, 2009:
|
Cash
and cash equivalents
|
$
|
-
|
||
|
Working
capital deficit
|
(12,499)
|
|||
|
Total
assets
|
-
|
|||
|
Total
liabilities
|
12,499
|
|||
|
Total
shareholders’ deficiency
|
(12,499)
|
During
the period May 26, 2009, our inception, through December 31, 2009, we had a
working capital deficit of ($12,499), which was due to spending relating to our
general and administrative expenses and not having generated any
revenues.
Cash
Flows from Operating Activities
We have
not generated positive cash flows from operating activities since our inception
on May 26, 2009. Operating expenditures during the period covered by
this report include general and administrative costs. The reason for the
cash used in operating activities was due to the professional fees and costs
associated with the Company’s preparation and filing of its Registration
Statement on Form 10.
Cash
Flows from Investing Activities
We did
not make any investments as of March 19, 2010.
Cash
Flows from Financing Activities
We have
financed our operations from the issuance of equity securities and
loans. Net cash provided by financing activities for the period May
26, 2009 (inception) through December 31, 2009 was $10,624. We have received
loan proceeds in the amount $7,624 as of December 31, 2009 from a related party
shareholder, which remains outstanding and payable.
Intangible
Assets
There
were no intangible assets during for the period May 26, 2009 (inception) through
December 31, 2009.
Material
Commitments
There
were no material commitments for the period May 26, 2009 (inception) through
December 31, 2009.
Off-Balance Sheet
Arrangements
We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that are material to investors.
Critical
Accounting Policies
Our
financial statements and accompanying notes have been prepared in accordance
with United States generally accepted accounting principles applied on a
consistent basis. The preparation of financial statements in conformity with
U.S. generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods.
We
regularly evaluate the accounting policies and estimates that we use to prepare
our financial statements. In general, management's estimates are based on
historical experience, on information from third party professionals, and on
various other assumptions that are believed to be reasonable under the facts and
circumstances. Actual results could differ from those estimates made by
management.
Cash
and Cash Equivalents
We
consider all highly liquid debt instruments with original maturities of three
months or less to be cash equivalents. We have no cash equivalents.
Use
of Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
Inventories
Inventories
are valued at the lower of cost or market on a first-in, first-out (FIFO) basis,
and include finished goods.
Revenue
Recognition
We
recognize revenue when:
|
·
|
Persuasive evidence of an arrangement
exists;
|
|
·
|
Shipment has occurred;
|
|
·
|
Price is fixed or determinable; and
|
|
·
|
Collectibility is reasonably
assured.
|
For the
period from May 26, 2009 (inception) through December 31, 2009, we recognized
revenues of $0.
Earnings
(Loss) Per Share
We
compute earnings per share in accordance with the Accounting Standards
Codification (“ASC”) 260 “Earnings per Share” which was previously Statement of
Accounting Standards No. 128, "Earnings per Share”. Under the
provisions of ASC 260, 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 from May 26, 2009 (inception) through December 31,
2009.
Intangible
Assets
We
evaluate the recoverability of identifiable intangible assets whenever events or
changes in circumstances indicate that an intangible asset’s carrying amount may
not be recoverable. There was no impairment loss for the period from May 26,
2009 (inception) through December 31, 2009.
Income
Taxes
The
Company accounts for income taxes as outlined in ASC 740 “Income Taxes”, which
was previously 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.
Share
Based Payments
(included
in ASC 718 “Compensation-Stock Compensation”)
In
December 2004, the FASB issued SFAS No. 123(R), “Share-Based Payment,” which
replaces SFAS No. 123 and supersedes APB Opinion No. 25. Under SFAS No. 123(R),
companies are required to measure the compensation costs of share-based
compensation arrangements based on the grant-date fair value and recognize the
costs in the financial statements over the period during which employees or
independent contractors are required to provide services. Share-based
compensation arrangements include stock options and warrants, restricted share
plans, performance-based awards, share appreciation rights and employee share
purchase plans. In March 2005, the SEC issued Staff Accounting Bulletin No. 107,
or “SAB 107”. SAB 107 expresses views of the staff regarding the interaction
between SFAS No. 123(R) and certain SEC rules and regulations and provides the
staff's views regarding the valuation of share-based payment arrangements for
public companies. SFAS No. 123(R) permits public companies to adopt its
requirements using one of two methods. On April 14, 2005, the SEC adopted a new
rule amending the compliance dates for SFAS 123(R). Companies may elect to apply
this statement either prospectively, or on a modified version of retrospective
application under which financial statements for prior periods are adjusted on a
basis consistent with the pro forma disclosures required for those periods under
SFAS 123.
Effective
October 4, 2007, the Company has fully adopted the provisions of SFAS No. 123(R)
and related interpretations as provided by SAB 107. As such, compensation cost
is measured on the date of grant as the fair value of the share-based payments.
Such compensation amounts, if any, are amortized over the respective vesting
periods of the share-based payments.
Recent
Accounting Pronouncements
The
Company has adopted all recently issued accounting
pronouncements. The adoption of the accounting pronouncements,
including those not yet effective, is not anticipated to have a material effect
on the financial position or results of operations of the Company.
Item 7A. Quantitative and Qualitative Disclosures about
Market Risk.
We are
not subject to risks related to foreign currency exchange rate
fluctuations.
Our
functional currency is the United States dollar. We do not transact our business
in other currencies. As a result, we are not subject to exposure from movements
in foreign currency exchange rates. We do not use derivative financial
instruments for speculative trading purposes.
Item 8. Financial Statements and Supplementary
Data.
LAKE
& ASSOCIATES, CPA’s LLC
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors and
Stockholders
of Bhakti Capital Corp.
We have
audited the accompanying balance sheet of Bhakti Capital Corp. (a development
stage enterprise) (the “Company”) as of December 31, 2009 and the related
statements of operations, stockholders’ deficit, and cash flows for the period
May 26, 2009 (inception) through December 31, 2009. These financial statements
are the responsibility of the company’s management. Our responsibility is to
express an opinion on these financial statements based on our
audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Bhakti Capital Corp. (a Florida
corporation) as of December 31, 2009 and the results of its operations and its
cash flows for the period May 26, 2009 (inception) through December 31, 2009, in
conformity with accounting principles generally accepted in the United States of
America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed further in Note 1, the Company
has been in the development stage since its inception (May 26, 2009) and
continues to incur significant losses. The Company's viability is dependent upon
its ability to obtain future financing and the success of its future operations.
These factors raise substantial doubt as to the Company's ability to continue as
a going concern. Management's plan in regard to these matters is also described
in Note 1. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/Lake
& Associates CPA’s LLC
Lake
& Associates, CPA’s LLC
Schaumburg,
Illinois
March 19,
2010
|
BHAKTI
CAPITAL CORP.
|
||||
|
(A
DEVELOPMENT STAGE COMPANY)
|
||||
|
BALANCE
SHEET
|
||||
|
(Audited)
|
||||
|
ASSETS
|
||||
|
December
31, 2009
|
||||
|
CURRENT
ASSETS:
|
||||
|
Cash
& equivalents
|
$ | - | ||
|
Total
Assets
|
$ | - | ||
|
LIABILITIES AND SHAREHOLDERS'
DEFICIT
|
||||
|
CURRENT
LIABILITIES:
|
||||
|
Accounts
payable & accrued expenses
|
4,875 | |||
|
Loan
from shareholder
|
$ | 7,624 | ||
|
Total
Liabilities
|
12,499 | |||
|
SHAREHOLDERS'
DEFICIT
|
||||
|
Common
stock (no par value, 100,000,000 shares authorized;
|
||||
|
3,000,000 issued and outstanding)
|
3,000 | |||
|
Deficit
accumulated during the development stage
|
(15,499 | ) | ||
| $ | (12,499 | ) | ||
|
Total
Liabilities and Shareholders' Deficit
|
$ | - | ||
The accompanying notes are an integral part of
these financial statements.
|
BHAKTI
CAPITAL CORP.
|
||||
|
(A
DEVELOPMENT STAGE COMPANY)
|
||||
|
STATEMENT
OF CASH FLOWS
|
||||
|
(Audited)
|
||||
|
Period
from
|
||||
|
May
26, 2009 (Inception)
|
||||
|
to
December 31, 2009
|
||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||
|
Net
loss
|
$ | (15,499 | ) | |
|
Increase
in accounts payable
|
4,875 | |||
|
Net
cash used in operating activities
|
(10,624 | ) | ||
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||
|
Loan
from shareholder
|
7,624 | |||
|
Proceeds
from issuance of common stock
|
3,000 | |||
|
Net
cash provided by financing activities
|
10,624 | |||
|
NET
INCREASE IN CASH & CASH EQUIVALENTS
|
- | |||
|
CASH
& CASH EQUIVALENTS, BEGINNING BALANCE
|
- | |||
|
CASH
& CASH EQUIVALENTS, ENDING BALANCE
|
$ | - | ||
|
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION
|
||||
|
NONCASH
INVESTING AND FINANCING TRANSACTIONS
|
||||
| Taxes Paid | $ | - | ||
|
Interest Paid
|
$ | - | ||
The accompanying notes are an integral part of
these financial statements.
|
BHAKTI
CAPITAL CORP.
|
||||||||||||||||
|
(A
DEVELOPMENT STAGE COMPANY)
|
||||||||||||||||
|
STATEMENT
OF SHAREHOLDERS' DEFICIT
|
||||||||||||||||
|
FOR
THE PERIOD MAY 26, 2009 (INCEPTION) THROUGH DECEMBER 31,
2009
|
||||||||||||||||
|
(Audited)
|
||||||||||||||||
|
Number
of
|
Common
|
Accumulated
|
||||||||||||||
|
Common
Shares
|
Stock
|
Deficit
|
Total
|
|||||||||||||
|
Balance
at May 27, 2009
|
||||||||||||||||
|
(Inception),
Founder's
|
||||||||||||||||
|
Shares
issued for cash
|
||||||||||||||||
|
(3,000,000
shares at $.001/share)
|
3,000,000 | $ | 3,000 | $ | $ | 3,000 | ||||||||||
|
Net
Loss for the period
|
- | - | (15,499 | ) | (15,499 | ) | ||||||||||
|
Balance
at
|
||||||||||||||||
|
December
31, 2009
|
3,000,000 | $ | 3,000 | (15,499 | ) | $ | (12,499 | ) | ||||||||
The accompanying notes are an integral part of
these financial statements.
|
BHAKTI
CAPITAL CORP.
|
||||
|
(A
DEVELOPMENT STAGE COMPANY)
|
||||
|
STATEMENT
OF OPERATIONS
|
||||
|
(Audited)
|
||||
|
Period
from
|
||||
|
May
26, 2009 (Inception)
|
||||
|
to
December 31, 2009
|
||||
|
Revenue:
|
$ | - | ||
|
Expenses:
|
||||
|
General
and Administrative
|
(15,499 | ) | ||
|
Net
loss
|
$ | (15,499 | ) | |
|
Basic
and diluted net loss per share
|
$ | - | ||
|
Weighted
average number of shares used in calculating
|
||||
|
basic
and diluted net loss per share
|
3,000,000 | |||
The accompanying notes are an integral part of
these financial statements.
BHAKTI
CAPITAL CORP.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
DECEMBER
31, 2009
NOTE
1 - DESCRIPTION OF BUSINESS AND DEVELOPMENT STAGE RISK
ORGANIZATION
Bhakti
Capital Corp. (the “Company”), a development stage company, was incorporated in
Florida on May 26, 2009. The Company intends to serve as a vehicle to effect
asset acquisition, merger, exchange of capital stock or other type of business
combination with a domestic or foreign business. At December 31, 2009, the
Company had not yet commenced any formal business operations and all activity to
date related to the Company formation, capital stock issuance, professional fees
with regard to proposed Securities and Exchange Commission filing and
identification of businesses. The Company's fiscal year ends on December
31st.
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 and loans from shareholders. 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 management and significant
shareholders sufficient to meet its minimal operating expenses, and (2) 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.
BHAKTI
CAPITAL CORP.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
DECEMBER
31, 2009
(Continued)
NOTE
2 – ACCOUNTING POLICIES
BASIS
OF PRESENTATION – DEVELOPMENT STAGE COMPANY
The
Company has not earned any revenue from operations. Accordingly, the
Company’s activities have been accounted for as those of a “Development Stage
Enterprise” as set forth in ASC 915 “Development Stage Entities”, which was
previously Financial Accounting Standards Board Statement No.
7. Among the disclosures required by ASC 915 are that the Company’s
financial statements be identified as those of a development stage
company, and that the statements of operations, stockholders’ equity/(deficit)
and cash flows disclose activity since the date of the Company’s
inception.
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 the Accounting Standards
Codification (“ASC”) 260 “Earnings per Share” which was previously Statement of
Accounting Standards No. 128, "Earnings per Share”. Under the
provisions of ASC 260, 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 as outlined in ASC 740 “Income Taxes”, which
was previously Statement of Financial Accounting Standards No. 109, “Accounting
for Income Taxes.” Under the asset and liability method of ASC 740, 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.
BHAKTI
CAPITAL CORP.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
DECEMBER
31, 2009
(Continued)
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.
RELATED
PARTIES
Related
parties, which can be a corporation, individual, investor or another entity are
considered to be related if the party has the ability, directly or indirectly,
to control the other party or exercise significant influence over the Company in
making financial and operating decisions. Companies are also considered to be
related if they are subject to common control or common significant influence.
The Company has these relationships.
RECENT
ACCOUNTING PRONOUNCEMENTS
The
company has adopted all recently issued accounting
pronouncements. The adoption of the accounting pronouncements,
including those not yet effective, is not anticipated to have a material effect
on the financial position or results of operations of the Company.
SUBSEQUENT
EVENTS
We
evaluated subsequent events through the date and time our financial statements
were issued on March 19, 2010.
NOTE
3 – SHAREHOLDERS’ EQUITY
On May
27, 2009, the Company issued 3,000,000 shares of common stock to its initial
shareholder in exchange for $3,000.
NOTE
4 – INCOME TAXES
The
Company provides for income taxes under ASC 740, “Income Taxes”, which was
previously Statement of Financial Accounting Standards No. 109, Accounting for
Income Taxes. ASC 740 requires the use of an asset and liability approach in
accounting for income taxes. Deferred tax assets and liabilities are recorded
based on the differences between the financial statement and tax bases of assets
and liabilities and the tax rates in effect when these differences are expected
to reverse.
ASC 740
requires the reduction of deferred tax assets by a valuation allowance if, based
on the weight of available evidence, it is more likely than not that some or all
of the deferred tax assets will not be realized.
BHAKTI
CAPITAL CORP.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
DECEMBER
31, 2009
(Continued)
The
provision for income taxes differs from the amounts which would be provided by
applying the statutory federal income tax rate of 34% to the net loss before
provision for income taxes for the following reasons:
|
December
31,
|
||||
|
2009
|
||||
|
Income
tax expense (asset) at statutory rate
|
$
|
(5,270
|
)
|
|
|
Valuation
allowance
|
5,270
|
|||
|
Income
tax expense per books
|
$
|
-0-
|
||
Net
deferred tax assets consist of the following components as of:
|
December
31,
|
||||
|
2009
|
||||
|
NOL
Carryover
|
$
|
15,499
|
||
|
Valuation
allowance
|
(15,499
|
)
|
||
|
Net
deferred tax asset
|
$
|
-0-
|
||
Due to
the change in ownership provisions of the Tax Reform Act of 1986, net operating
loss carry forward for the year ended December 31, 2009 was $15,499, and for
federal income tax reporting purposes are subject to annual
limitations. Should a change in our ownership occur the net operating
loss carry forwards may be limited as to their use in future years.
NOTE
5 - CONCENTRATION OF CREDIT RISK
Financial
instruments that potentially subject the Company to concentrations of credit
risk consist principally of cash deposits. Accounts at each institution are
insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. At
December 31, 2009, the Company had no amounts in excess of FDIC insured
limit.
NOTE
6 - RELATED PARTY TRANSACTIONS
The
Company’s majority shareholder has provided loans to the Company in the amount
of $7,624 as of December 31, 2009.
The
Company does not lease or rent any property. Office space and services are
provided without charge by an officer / shareholder. Such costs are
immaterial to the financial statements and, accordingly, have not been reflected
therein. The officers and directors of the Company are involved in other
business activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the
resolution of such conflicts.
Item 9. Changes In and Disagreements with
Accountants on Accounting and Financial Disclosure.
None.
Item 9A. 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
Securities Exchange Act of 1934 (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 fourth 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
fourth 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
Our
management of 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 officer 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 19, 2010. 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, as of March 19, 2010, is effective and
provides reasonable assurance regarding the reliability of its financial
reporting and the preparation of its financial statements in accordance with
generally accepted accounting principles. Further, management has not
identified any material weaknesses in internal control over financial reporting
as of March 19, 2010.
This
annual report does not include an attestation report of the Company’s registered
independent public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by the
Company’s independent registered public accounting firm pursuant to temporary
rules of the SEC that permit the Company to provide only management’s report in
this annual report.
/s/ Robert
Papiri
Chairman,
President and Treasurer
Item 9B. Other Information.
There
exists no information required to be disclosed by us in a report on Form 8-K
during the three-month period ended December 31, 2009, but not
reported.
PART
III
Item 10. Directors, Executive Officers and
Corporate Governance.
Our sole
director and executive officer and his age as of March 19, 2010 is as
follows:
|
Name
|
Age
|
Principal
Positions With Us
|
||
|
Robert
Papiri
|
48
|
Chairman
of the Board, Chief Executive Officer, President, Secretary and
Treasurer
|
The
following describes the business experience of Robert Papiri, including his
other directorships held in reporting companies, if any:
Robert Papiri is our Chairman
of the Board, Chief Executive Officer, President, Secretary and Treasurer, which
positions he has held since September, 2009. Since October, 2009, Mr.
Papiri served as chairman of the board, chief executive officer, president,
secretary and treasurer of Darshan Equity Investment, Inc., a public reporting
company. Since November, 2008, Mr. Papiri served as chairman of the
board, chief executive officer, president, secretary and treasurer of Alchemical
Capital Corp., a public reporting company. From June 2008 to May
2009, Mr. Papiri served as chairman of the board, chief executive officer,
president, secretary and treasurer of Narayan Capital Corp., a public reporting
company, which was renamed Home School Holdings, Inc. after Mr. Papiri’s
resignation from such position. Since May 2003, Mr. Papiri has been a
member of Acer Capital Group, LLC, serving as an advisor and consultant to small
public companies and privately held companies.
There are
no acquisitions, business combinations, or mergers pending or which have
occurred involving the Company. Presently, we have no plans, proposals,
agreements, understandings or arrangements of any kind or nature whatsoever to
acquire or merge with any specific business or company, and we have not
identified any specific business or company for investigation and
evaluation. Until such time as a Business Combination occurs, our
sole officer and director does not expect any change in our
management.
Our Board
of Directors does not have audit, compensation or nominating committees, and no
determination has been made as to whether our sole director qualifies as an
“audit committee financial expert”, as defined in Item 407 of Regulation
S-K.
Compliance
with Section 16(a) of the Act
Section
16(a) of the Exchange Act requires our officers and directors, and persons who
own more than ten percent (10%) of our shares of common stock, to file reports
of ownership and changes in ownership with the SEC. Officers,
directors and greater than ten percent (10%) stockholders are required by
regulations promulgated by the SEC to furnish us with copies of all Section
16(a) forms that they file. With reference to transactions during the
fiscal year ended December 31, 2009, to our knowledge, based solely on review of
the copies of such reports furnished to us and written representations, all
Section 16(a) forms required to be filed with the SEC were filed.
Code
of Ethics
We do not
currently have a code of ethics applicable to our principal executive and
financial officers. Prior to an acquisition, we do not believe such a
code is necessary because we are not an operating company. Our Board
of Directors intends to consider adopting such a code in the
future.
Involvement
in Certain Legal Proceedings
None of
our directors, executive officers or control persons has been involved in any of
the events prescribed by Item 401(f) of Regulation S-K during the past
five years, including:
|
1.
|
any
bankruptcy petition filed by or against any business of which such person
was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that
time;
|
|
2.
|
any
conviction in a criminal proceeding or being subject to a pending criminal
proceeding (excluding traffic violations and other minor
offenses);
|
|
3.
|
being
subject to any order, judgment, or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently
or temporarily enjoining, barring, suspending or otherwise limiting his
involvement in any type of business, securities or banking activities;
or
|
|
4.
|
being
found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Futures Trading
Commission to have violated a federal or state securities or commodities
law, and the judgment has not been reversed, suspended, or
vacated.
|
Item 11. Executive Compensation.
Executive
Compensation
No
officer will receive any salary or other compensation in connection with being
employed by, or providing services to, us. There are no employment or consulting
agreements with our sole officer and director in any form
whatsoever.
The
following table sets forth information concerning all cash and non-cash
compensation awarded to, earned by or paid to the following persons for services
performed for us during 2009 in all capacities.
Summary
Compensation Table
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards ($)(2)(3)
|
Option
Awards ($)
|
Non-Equity
Incentive Plan Compensation
($)
|
Change
in Pension Value and Nonqualified Deferred Compensation Earnings
($)
|
All
Other Compensation ($)
|
Total
($)
|
|||||||||||||||||||||
|
Name
and Principal Position (a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
||||||||||||||||||||
|
CEO
Robert Papiri(1)
|
2009
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||||||||
|
CEO Colleen
Foyo(1)
|
2009
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||||||||
|
(1)
|
Mr.
Papiri became our Chief Executive Officer on September 4, 2009 and Ms.
Foyo resigned on the same date. Mr. Papiri also serves as Chairman,
Principal Financial Officer and Principal Accounting
Officer.
|
||||||||||||||||||||||||||||
Employment
Agreements
We have
not entered into any employment agreements with our executive officers.
Our decision to enter into an employment agreement, if any, will be made by our
compensation committee.
Potential
Payments Upon Termination or Change in Control
There
were no potential payments or benefits payable to our named executive officer
upon his termination of employment or in connection with a change in
control.
Grants
of Plan-Based Awards in 2009
We have
not granted any plan-based awards to our named executive officer, since our
inception.
Outstanding
Equity Awards at Fiscal Year-End
We did
not have any outstanding equity awards to our named executive officer, as of
December 31, 2009, our fiscal year-end.
Option
Exercises and Stock Vested in 2009
Our named
executive officer did not exercise any options, nor did any unvested shares of
stock vest, during fiscal year 2009. Our named executive officer did not
have any stock options or unvested shares of stock of the Company.
Equity
Incentive Plan
We expect
to adopt an equity incentive plan. The purposes of the plan are to attract and
retain qualified persons upon whom our sustained progress, growth and
profitability depend, to motivate these persons to achieve long-term company
goals and to more closely align these persons' interests with those of our other
shareholders by providing them with a proprietary interest in our growth and
performance. Our executive officers, employees, consultants and non-employee
directors will be eligible to participate in the plan. We have not
determined the amount of shares of our common stock to be reserved for issuance
under the proposed equity incentive plan.
Potential
Employment Agreement and Benefits
We do not
intend to enter into an employment agreement with Robert Papiri, our sole
executive officer, or provide any compensation or benefits to
him.
Potential
Payments Upon Termination or Change in Control
As of
December 31, 2009, there were no potential payments or benefits payable to our
named executive officers upon their termination or in connection with a change
in control.
Grants
of Plan-Based Awards in 2009
We have
not granted any plan-based awards to our named executive officers, since our
inception.
Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters.
The
following table sets forth certain information regarding beneficial ownership of
our common stock as of March 19, 2010, for:
• each
person or group known to us to beneficially own 5% or more of our common
stock;
• each
of our directors and director nominees;
• each
of our named executive officers; and
• all of
our executive officers and directors as a group.
Unless
otherwise indicated below, to our knowledge, all persons listed below have sole
voting and investment power with respect to their shares of common stock, except
to the extent authority is shared by spouses under applicable law. Unless
otherwise indicated below, each entity or person listed below maintains an
address of 1560 Calais Drive, Miami, Florida 33141.
The
number of shares beneficially owned by each shareholder is determined under
rules promulgated by the SEC. The information is not necessarily indicative of
beneficial ownership for any other purpose. Under these rules, beneficial
ownership includes any shares as to which the individual or entity has sole or
shared voting or investment power and any shares as to which the individual or
entity has the right to acquire beneficial ownership within 60 days after March
19, 2010, through the exercise of any stock option, warrant or other right. The
inclusion in the following table of those shares, however, does not constitute
an admission that the named shareholder is a direct or indirect beneficial
owner.
|
Beneficial
owner
|
Number of Shares
Beneficially Owned(1)
|
Percentage
of Shares Outstanding(1)
|
||||||
|
Narayan
Capital Funding Corp.(2)
|
2,700,000 | 90 | % | |||||
|
Willowhuasca
Wellness, Inc.(2)(3)
|
300,000 | 10 | % | |||||
|
All
directors and executive officers as a group
|
2,700,000 | 90 | % | |||||
_______________
|
(1)
|
(1)The
number of shares and percentage of class beneficially owned set forth
above is determined under rules promulgated by the SEC and the information
is not necessarily indicative of beneficial ownership for any other
purpose. Under such rules, beneficial ownership includes any shares as to
which the individual has sole or shared voting power or investment power
and also any shares that the individual has the right to acquire within 60
days through the exercise of stock options. Unless otherwise
indicated and pursuant to applicable community property laws, each person
or entity named in the table has sole voting power and investment power
with respect to all shares of common stock listed as owned by such person
or entity.
|
|
(2)
|
Robert
Papiri, our President, Secretary, Treasurer and sole director, maintains
sole voting and investment control of the shares held by Narayan Capital
Funding Corp. As a result, Robert Papiri is deemed to beneficially own all
of the shares of Common Stock held by Narayan Capital Funding
Corp.
|
|
(3)
|
Colleen
Foyo maintains sole voting and investment control of Willowhuasca
Wellness, Inc., and, as a result, is deemed to beneficially own such
shares of common stock.
|
Item 13. Certain Relationships and Related
Transactions, and Director Independence.
Related
Party Transactions
On May
27, 2009, we issued 3,000,000 shares of our restricted common stock to
Willowhuasca Wellness, Inc., for a purchase price of $.001 per share, pursuant
to its investment of $3,000 in the Company.
All
related party transactions involving provision of services or tangible assets
were recorded at the exchange amount, which is the value established and agreed
to by the related parties reflecting arms length consideration payable for
similar services or transfers.
Neither
our sole officer and director nor any promoter or affiliate have, or proposes to
have, any direct or indirect material interest in any asset proposed to be
acquired through security holdings, contracts, options, or
otherwise.
It is not
currently anticipated that any salary, consulting fee, or finder’s fee shall be
paid to any of our sole officer and director, or to any other affiliate, if
any. See “Executive Compensation”.
Our sole
officer and director, who is also deemed to beneficially own all of the shares
of Common Stock held by Narayan Capital Funding Corp., our majority shareholder,
may actively negotiate for or otherwise consent to the disposition of any
portion of the outstanding shares of Common Stock, as a condition to or in
connection with a Business Combination. Therefore, it is possible
that the terms of any Business Combination will provide for the sale of some or
all of the shares of Common Stock held by the sole shareholder. However, it is
probable that other shareholders, if any, of the Company will not be afforded
the right to sell all or a portion of their shares of Common Stock, if any, in
connection with a Business Combination pursuant to the same terms that our sole
shareholder will be provided. Also, such other shareholders, if any, will not be
afforded an opportunity to approve or consent to the sale of the sole
shareholder's shares of Common Stock in connection with a Business Combination.
See “Business – Shell Corporation” and “- Selection of a Target Business and
Structuring of a Business Combination”. It is more likely than not that any sale
of securities by our sole shareholder to an acquisition candidate would be at a
price substantially higher than that originally paid by such sole shareholder.
Any payment to such sole shareholder in the context of an acquisition involving
us would be determined entirely by largely unforeseeable terms of a future
agreement with an unidentified business entity. See “Business - Shell
Corporation” and “- Selection of a Target Business and Structuring of a Business
Combination”.
Annual Report on
Form 10-K
Copies of
our Annual Report on Form 10-K, without exhibits, can be obtained without
charge from us at Bhakti Capital Corp., 1560 Calais Drive, Miami Beach,
Florida 33141.
Item
14. Principal Accountant Fees and Services.
The
following table sets forth fees billed to us for principal accountant fees and
services during the period from May 26, 2009 (inception) through December 31,
2009.
|
2009
|
||||
|
Audit
Fees
|
$ | 5,400 | ||
|
Audit-Related
Fees
|
- | |||
|
Tax
Fees
|
- | |||
|
All
Other Fees
|
- | |||
|
Total
Audit and Audit-Related Fees
|
$ | 5,400 | ||
Item 15. Exhibits.
|
(a)
|
Exhibits
|
The
following exhibits are filed with this report on Form 10-K:
|
Exhibit
No.
|
Description
|
Incorporated
Herein
by
Reference to
|
Filed
Herewith
|
|
3.1
|
Articles
of Incorporation, as currently in effect
|
Previously
filed with the SEC as exhibits on the registrant’s Form 10 General Form
for Registration of Securities on June 10, 2009
|
|
|
3.2
|
Bylaws,
as currently in effect
|
Previously
filed with the SEC as exhibits on the registrant’s Form 10 General Form
for Registration of Securities on June 10, 2009
|
|
|
4.1
|
Specimen
common stock certificate
|
Previously
filed with the SEC as exhibits on the registrant’s Form 10 General Form
for Registration of Securities on June 10, 2009
|
|
|
10.1
|
Stock
Purchase Agreement among Bhakti Capital Corp., Willowhuasca Wellness,
Inc. and
Narayan Captial Funding Corp., dated September
4, 2009
|
Previously
filed with the SEC as an exhibit to the registrant’s Form 8-K on September
4, 2009
|
|
|
23.1
|
Consent
of Lake & Associates, CPA’s LLC
|
X
|
|
|
31.1
|
302
Certification – Robert Papiri
|
X
|
|
|
32.1
|
906
Certification – Robert Papiri
|
X
|
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized, on the 29th day of March, 2010.
BHAKTI
CAPITAL CORP.
By: /s/ Robert
Papiri
Robert Papiri
President, Secretary and
Treasurer
Bhakti
Capital Corp.
(the
“Registrant”)
(Commission
File No. 000-53695)
Exhibit
Index
to
Annual
Report on Form 10-K
for
the Year Ended December 31, 2009
|
Exhibit
No.
|
Description
|
|
23.1
|
|
|
31.1
|
|
|
32.1
|
- 38
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