Attached files

file filename
EX-3.1 - EXHIBIT 3.1 - KM WEDDING EVENTS MANAGEMENT, INC.kmwedding1114forms1ex31.htm
EX-5.1 - EXHIBIT 5.1 - KM WEDDING EVENTS MANAGEMENT, INC.kmwedding1114forms1ex51.htm
EX-3.2 - EXHIBIT 3.2 - KM WEDDING EVENTS MANAGEMENT, INC.kmwedding1114forms1ex32.htm
EX-21.1 - EXHIBIT 21.1 - KM WEDDING EVENTS MANAGEMENT, INC.kmwedding1114forms1ex211.htm
EX-23.1 - EXHIBIT 23.1 - KM WEDDING EVENTS MANAGEMENT, INC.kmwedding1114forms1ex231.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-1

 

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 

Commission File Number: _____________

 

 

KM WEDDING EVENTS MANAGEMENT, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of

incorporation or organization)

 

7299

(Primary Standard Industrial

Classification Code Number)

 

46-1290754

(I.R.S. Employer Identification

Number)

 

11501 Dublin Blvd., Suite 200

Dublin, CA 94568

Phone: (925) 891-8029

Fax: (925) 891-8028

 

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

 

Paracorp Corporation

2140 South DuPont Highway

Camden, DE 19934

 

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

 

From time to time after the effective date of this Registration Statement.

(Approximate date of commencement of proposed sale to the public)

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☑ .  

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering.☐ .

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering.

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. .

 

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

 

Large accelerated filer            ☐ Accelerated filer ☐
 Non-accelerated filer             ☐ Smaller reporting company ☑

 

 

 
 

 

CALCULATION OF REGISTRATION FEE 

 

Title of Each Class

of Securities to be Registered

 

 

 

 

Amount to be

Registered (1)

 

 

 

Maximum

Offering

Price Per

Share

 

Maximum

Aggregate

Offering Price 

(2)

 

Amount of

Registration

Fee (2)

 

Common Stock, $0.001 par value per share 10,000,000 (3) $0.30 $3,000,000 $386.00
Common Stock, $0.001 par value per share 7,912,660 (4) $0.30 $2,373,798 $305.00

 

(1)In the event of a stock split, stock dividend or similar transaction involving the common shares of the Registrant, in order to prevent dilution, the number of shares of common stock registered shall be automatically increased to cover additional shares in accordance with Rule 416(a) under the United States Securities Act of 1933, as amended (the “Securities Act”).
(2)Estimated solely for the purpose of calculating the registration fee under Rule 457(a) and (o) of the Securities Act.
(3)Direct Public Offering.
(4)Selling Security Holders. This Registration Statement also covers the resale under a separate resale prospectus (the “Resale Prospectus”) by selling shareholders of the Registrant of up to 7,912,660 ordinary shares previously issued to the selling shareholders as named in the Resale Prospectus.

 

The Registrant hereby amends this Registration Statement (the “Registration Statement”) on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

2
 

  

Subject to completion, dated November 18, 2013

EXPLANATORY NOTE

 

This Registration Statement contains two prospectuses, as set forth below.

 

·Public Offering Prospectus. A prospectus regarding our offering of up to 10,000,000 shares of our Common Stock in a direct public offering, without any involvement of underwriters or broker-dealers (the “Public Offering Prospectus”). Should all shares being offered by the Company hereunder be sold, the Company would receive an aggregate of $3,000,000. The offering price is $0.30 per share for newly issued shares.

 

·Resale Prospectus. A prospectus to be used for the resale by selling shareholders of up to 7,912,660 shares of the Registrant’s common stock (the “Resale Prospectus”). The offering price is a fixed price of $0.30 per share for shares being sold by current shareholders.

 

The Resale Prospectus is substantively identical to the Public Offering Prospectus, except for the following principal points:

 

·they contain different outside and inside front covers;
·they contain different Offering sections in the Prospectus Summary section beginning on page 6;
·they contain different Use of Proceeds sections on page 15;
·they contain different Plan of Distribution sections on page 16;
·the Dilution section is deleted from the Resale Prospectus on page;
·a Selling Security Holders section is included in the Resale Prospectus beginning on page 94;
·references in the Public Offering Prospectus to the Resale Prospectus will be deleted from the Resale Prospectus;
·they contain different outside back covers.

 

The Registrant has included in this Registration Statement, after the financial statements, a set of alternate pages to reflect the foregoing differences of the Resale Prospectus as compared to the Public Offering Prospectus.

3
 

 

The information in this prospectus is not complete and may be changed. We may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where an offer or sale is not permitted.

 

PRELIMINARY PROSPECTUS

 

KM WEDDING EVENTS MANAGEMENT, INC.

11501 Dublin Blvd., Suite 200

Dublin, CA 94568

Phone: (925) 891-8029

Fax: (925) 891-8028

 

10,000,000 SHARES OF COMMON STOCK

 

This is the initial offering of Common Stock of KM Wedding Events Management, Inc. We are offering for sale a total of 10,000,000 shares of Common Stock at a fixed price of $0.30 per share for the duration of this Offering (the “Offering”). There is no minimum number of shares that must be sold by us for the Offering to proceed, and we will retain the proceeds from the sale of any of the offered shares. The Offering is being conducted on a self-underwritten, best efforts basis, which means our Officers and Directors, will attempt to sell the shares directly to friends, family members and business acquaintances. Our Officers and Directors will not receive commission or any other remuneration any such sales. In offering the securities on our behalf, our Officers and Directors will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934.

 

The shares will be offered for sale at a fixed price of $0.30 per share for a period of one hundred and eighty (180) days from the effective date of this prospectus, unless extended by our Board of Directors for an additional 90 days. If all of the shares offered by us are purchased, the gross proceeds to us will be $3,000,000.  However, since the Offering is being conducted on a “best-efforts” basis, there is no minimum number of shares that must be sold, meaning the Company shall retain any proceeds from the sale of the shares sold hereunder. Accordingly, all funds raised hereunder will become immediately available to the Company and will be used in accordance with the Company’s intended “Use of Proceeds” as set forth herein, investors are advised that they will not be entitled to a refund and could lose their entire investment.

 

   Offering Price to the Public Per Share  Commissions  Net Proceeds to Company After Offering Expenses
(10% of Shares Sold)
  Net Proceeds to Company After Offering Expenses
(50% of Shares Sold)
  Net Proceeds to Company After Offering Expenses
(100% of Shares Sold)
Common Stock  $0.30   Not Applicable  $215,000   $1,415,000   $2,915,000 
Total  $0.30   Not Applicable  $215,000   $1,415,000   $2,915,000 

 

There currently is no market for our securities and a public market may never develop, or, if any market does develop, it may not be sustained. Our Common Stock is not traded on any exchange or on the over-the-counter market. There can be no assurance that our Common Stock will ever be quoted on a stock exchange or a quotation service or that any market for our stock will develop.

 

THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY READ THIS ENTIRE PROSPECTUS, INCLUDING THE SECTION ENTITLED “RISK FACTORS” BEGINNING ON PAGE 9 HEREOF BEFORE BUYING ANY SHARES OF KM WEDDING EVENTS MANAGEMENT, INC.’S COMMON STOCK.

 

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

 

 

The Date of this prospectus is November 18, 2013.

4
 


 

TABLE OF CONTENTS

 

  Page
Prospectus Summary 6
The Offering 7
Risk Factors 9
Determination of Offering Price 15
Use of Proceeds 15
Plan of Distribution; Terms of the Offering 16
Dilution 16
Description of Property 18
Description of Securities 18
Description of Business 20
Management’s Discussion and Analysis 28
Directors, Executive Officers, Promoters and Control Persons 31
Executive Compensation 31
Security Ownership of Certain Beneficial Owners and Management 33
Certain Relationships and Related Transactions 33
Legal Matters 34
Experts 34
Commission Position on Indemnification for Securities Act Liabilities 35
Where You Can Find More Information 35
Index to Financial Statements 36

 

 

You should rely only on the information contained or incorporated by reference to this prospectus in deciding whether to purchase our Common Stock. We have not authorized anyone to provide you with information different from that contained in this prospectus. Under no circumstances should the delivery to you of this prospectus or any sale made pursuant to this prospectus create any implication that the information contained in this prospectus is correct as of any time after the date of this prospectus. To the extent that any facts or events arising after the date of this prospectus, individually or in the aggregate, represent a fundamental change in the information presented in this prospectus, this prospectus will be updated to the extent required by law.

5
 

 

PROSPECTUS SUMMARY

 

The following summary highlights material information contained in this prospectus. This summary does not contain all of the information you should consider before investing in the securities. Before making an investment decision, you should read the entire prospectus carefully, including the risk factors section, the financial statements and the notes to the financial statements. You should also review the other available information referred to in the section entitled “Where You Can Find More Information” in this prospectus and any amendment or supplement hereto.

 

Company Overview

 

KM Wedding Events Management, Inc. (the “Company” or “KM”) was incorporated in the State of Delaware on October 24, 2012. On February 14, 2013, KM entered into a Stock Purchase Agreement with KM Matrimony Pvt Ltd, a company incorporated under the 1956 Companies Act of India (“KM India”), pursuant to which KM agreed to purchase ten million (10,000,000) shares of KM India’s common stock at a price of 11 Indian Rupees ($0.21 USD) per share for an aggregate purchase price of up to two million one hundred thousand dollars ($2,100,000 USD) dollars. On February 14, 2013, KM entered into a Stock Purchase Agreement, pursuant to which KM agreed to purchase Three Million One Hundred and Fifty Thousand (3,150,000) shares of KM India’s common stock from Mr. Venkatesan Vaidhyanathan, Mrs. Meera Ngarajan, Mr. Sridhar Kalyanasundaram, Mr. Vijaya Bhaskar Venkatesan and Mrs. Nithya Vijaya Baskar payable in two tranches as follows: (i) Tranche A: One Million One Hundred and Fifty Thousand (1,150,000) shares of KM India’s common stock at a purchase price of 11 Indian Rupees ($0.21 USD) per share (“Tranche A”); and, (ii) Tranche B: Two Million (2,000,000) shares of KM India’s common stock at a purchase price equal to the fair market value of KM India’s shares at the time of purchase (“Tranche B”). As a result of the Stock Purchase Agreements referenced above, KM shall carry on the business of KM India as its primary business and KM India became a wholly owned subsidiary of KM.

 

KM India has been involved in the wedding services industry in South India for the past twelve years. KM is the brand, which is a short form for ‘Kalyana Malai’ meaning ‘Wedding Garland’ in South Indian language. The services offered by KM India include Matrimonial (Matchmaking) Services and Wedding Services. Unless otherwise specified, KM and KM India shall hereinafter be collectively referred to as “KM” or the “Company”.

 

KM’s Matrimonial Services include matchmaking and partner identification, through a well thought-out and efficient multi touch point service through various mediums including online, offline, print media, ground events, television shows, etc.

 

The Wedding Services of KM are wide-ranging, from catering to event planning and management. In order to enhance its presence and to create captive capacity, KM intends to have its own wedding infrastructure, which would be available for lease, to enable the Company to scale up its business quickly.

 

KM currently focuses on the geographic locations of Tamil Nadu and Andhra Pradesh (two of the Southern States in India). With a well-established and respected brand created through over twelve years of presence in this market, KM is well positioned to exploit the potential of this market and is also planning to expand its services to the United States. KM’s target customers include the Indian high-income group, higher middle-income group, and other affluent individuals. This segment, being upwardly mobile and comfort and service focused, provides the right target group for the business positioning of KM.

 

KM will be launching its matrimonial services in the U.S. targeting the Indian Diaspora in the United States. The majority of South Indian Diaspora in the U.S. follows traditional practices in Match Making and also in conducting wedding events in India as per their custom and religious practices. The Indian Diaspora is also one of the affluent communities in the U.S. In fiscal year 2012, KM had successfully conducted community events in a large number of cities in the U.S. to create brand awareness, and the events had been well received and attended by a large number of people.

 

In October 2013, we filmed our Sun TV television program in six locations throughout the United States, including New York, Connecticut, New Jersey, San Jose, Dallas and Houston. These episodes will assist in our launch throughout the United States.

 

Considering the U.S. market is material and even more lucrative, KM will soon launch a dedicated service as a division in its portal to these communities, with front end web portal enabling the match making to be done within the U.S., and integrate this with the back end of wedding services in India, to service the communities in India.

6
 

 

SUMMARY OF THIS OFFERING

 

The Issuer KM Wedding Events Management, Inc.
   
Securities being offered Up to 10,000,000 shares of Common Stock, our Common Stock is described in further detail in the section of this prospectus titled “DESCRIPTION OF SECURITIES – Common Stock.”
   
Offering Type The Offering is being conducted on a self-underwritten, best efforts basis, there is no minimum number of shares that must be sold by us for the Offering to proceed, and we will retain the proceeds from the sale of any of the offered shares.
   
Per Share Price $0.30
   
No Revocation Once you submit a Subscription Agreement and the Company accepts it, you may not revoke or change your subscription or request a refund of monies paid. All accepted subscriptions are irrevocable, even if you subsequently learn information about us that you consider to be materially unfavorable.
   
No Public Market

There is no public market for our Common Stock. We cannot give any assurance that the shares being offered will have a market value, or that they can be resold at the offered price if and when an active secondary market might develop, or that a public market for our securities may be sustained even if developed. The absence of a public market for our stock will make it difficult to sell your shares.

 

We intend to apply to the OTCBB, through a market maker that is a licensed broker dealer, to allow the trading of our Common Stock upon our becoming a reporting entity under the Securities Exchange Act of 1934.

   
Duration of Offering The Offering shall continue until all shares offered hereunder are sold or until termination of this Offering on May 18, 2014.  The Company may extend the ending date for the Offering at its sole discretion.
   
Number of Shares Outstanding Before the Offering

As of the date of this Registration Statement there are 41,646,160 shares of Common Stock, and 0 shares of Preferred Stock, issued and outstanding.

 

Upon the completion of the Offering under this Registration Statement, there will be 51,646,160 shares of Common Stock outstanding provided all of the shares offered hereby are sold.

   
Registration Costs We estimate our total costs relating to the registration herein shall be approximately $85,000.
   
Net Proceeds to the Company

The Company is offering 10,000,000 shares of Common Stock, $0.001 par value and at an offering price of $0.30 per Share for maximum net proceeds to the Company of $3,000,000. The full subscription price will be payable at the time of subscription and any such funds received from subscribers in this Offering will be released to the Company when subscriptions are received and accepted.

 

Substantial expenditures will be required to enable the Company to scale up its operations and quality of services. While the Company believes that if all shares offered hereunder are sold, the net proceeds should be sufficient to permit the Company to continue operations and meet its capital requirements for approximately twelve (12) months, it is anticipated that the Company may need to raise additional capital to maintain operations, facilitate future growth and support its long-term growth initiatives. In addition, if not all of the Shares offered hereunder are sold, the Company will need to obtain substantial additional funds much sooner, and possibly within twelve (12) months after this Offering to grow and expand its operations. Therefore, it is likely that the Company would need to seek additional financing through subsequent future private sales of its debt or equity securities to fund its growth plans.

 

There can be no assurance, however, that such efforts can generate availability of additional funds when needed, or on terms acceptable to the Company, if at all. Any such additional financing may result in significant dilution to existing stockholders. If adequate funds are not available, the Company may be required to curtail its expansion plans, which will adversely affect its revenue and profitability.

 

   

7
 

 

 

Use of Proceeds If all of the shares of Common Stock offered hereunder are sold, the net proceeds to the Company from the sale of the shares will be approximately $3,000,000. The offering proceeds will be utilized mainly for capital expenditures relating the growth and expansion of the Company’s business in the United States.
   
Risk Factors The Securities offered hereby involve a high degree of risk and immediate substantial dilution, and therefore, should not be purchased by anyone who cannot afford the loss of his or her entire investment.  Prospective investors should carefully review and consider the factors set forth in the section of this Registration Statement entitled “Risk Factors,” as well as the other information set forth herein before subscribing for any of the shares offered hereby.

8
 

  

RISK FACTORS

 

An investment in our Common Stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our Common Stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. Currently, shares of our Common Stock are not publicly traded. In the event that shares of our Common Stock become publicly traded, the trading price of our Common Stock could decline due to any of these risks, and you may lose all or part of your investment. In the event our Common Stock fails to become publicly traded you may lose all or part of your investment.

 

RISKS RELATED TO THE OFFERING

 

As there is no minimum for our Offering, if only a few persons purchase shares they will lose their investment.

 

There shall be no minimum amount of proceeds to be received by the Company upon the sale of the shares offered hereunder. After the payment of expenses, including attorney and accounting fees, general and administrative expenses, the retirement of certain debt of the Company and the marketing and distribution of the Company’s existing products, the Company may have only limited reserves allocated for contingencies. In the event additional expenses are incurred in addition to those currently budgeted for, this may have a material adverse impact on the business and operations of the Company.

 

We are selling this Offering without an underwriter and may be unable to sell any shares.

 

This Offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares. We intend to sell our shares through our Founder and Chairman, who will receive no commissions or other remuneration from any sales made hereunder. He will offer the shares to friends, family members, and business associates; however, there is no guarantee that he will be able to sell any of the shares. Unless he is successful in selling all of the shares and we receive the maximum amount of proceeds from this Offering, we may have to seek alternative financing to implement our plan of operations.

 

You may have limited access to information regarding our business because we are a limited reporting company exempt from many regulatory requirements and our obligations to file periodic reports with the SEC could be automatically suspended under certain circumstances.

 

The Company will not become a fully reporting company, but rather, will be subject to the reporting requirements of Section 15(d) of the Securities Exchange Act of 1934. As of effectiveness of our registration statement of which this prospectus is a part, we will be required to file periodic reports with the SEC, which will be immediately available to the public for inspection and copying (see “Where You Can Find More Information” elsewhere in this prospectus). Except during the year that our registration statement becomes effective, these reporting obligations may be automatically suspended under Section 15(d) if we have less than 300 shareholders. If this occurs after the year in which our registration statement becomes effective, we will no longer be obligated to file periodic reports with the SEC and your access to our business information would then be even more restricted; however, that filing obligation will generally apply even if our reporting obligations have been suspended automatically under section 15(d) of the Exchange Act prior to the due date for the Form 10-K. After that fiscal year and provided the Company has less than 300 shareholders, the Company is not required to file these reports. If the reports are not filed, the investors will have reduced visibility as to the Company and its financial condition.

 

In addition, as a filer subject to Section 15(d) of the Exchange Act, the Company is not required to prepare proxy or information statements, and our common stock will not be subject to the protection of the ongoing private regulations. Additionally, the Company will be subject to only limited portions of the tender offer rules, and our officers, directors, and more than ten (10%) percent shareholders are not required to file beneficial ownership reports about their holdings in our Company, and will not be subject to the short-swing profit recovery provisions of the Exchange Act. Further, more than five percent (5%) holders of classes of our equity securities will not be required to report information about their ownership positions in the securities. This means that your access to information regarding our business will be limited.

 

You may be liable for damages if you breach the Subscription Agreement

 

The Subscription Agreement attached to this Offering requires the investors to represent, among other things, that they meet certain suitability requirements and understand the risks associated with an investment in our shares and an investment in us, and that they can afford to lose all of the money they invest in us. Anyone who later makes a claim against us that is inconsistent with the representations in the Subscription Agreement will be in breach of the Subscription Agreement and will be liable for any damages that we, our affiliates and agents suffer as a result of such breach, including the cost of a successful defense against a lawsuit of the kind discussed above. Accordingly, members should take the representations in the Subscription Agreement seriously and not invest in us if they are not comfortable with the investment in us or will suffer financially or emotionally if they lose their investment.

9
 

 

Valuation of Securities Offered

 

The Company has arbitrarily determined the offering price of the shares. Therefore, purchasers of the shares may be exposed to a substantial risk of a decline in the market value of the Securities after the Offering should a market develop.

 

Dilution

 

Investors in this Offering will experience immediate and substantial dilution in book value.

 

RISKS RELATED TO THE BUSINESS

 

The market for wedding services is highly competitive, and competition is increasing as more companies, many that are larger and have greater resources than we do, can capture the market from us. Further, considering that the industry is largely unorganized, numerous small players can pose stiff competition to us by underpricing the services and capture business from us.

        

In regards to the wedding matchmaking services, there are various online matrimonial providers who are large players and who have already attained significant scale of operations compared to us. They have huge financial back up, investments in technology, resources and market infrastructure to offer competitive service rates that may pose significant challenges to us. Apart from this, we also compete with numerous small and mid-size portals, and unorganized traditional brick and mortar service providers who may offer services at cheaper price points than compared to us which may have an adverse effect on our business, including increased price competition and loss of potential customers.

          

Our ability to grow our business is dependent on our ability to compete effectively against other providers and requires capital investment in marketing and advertisement. Many existing and potential competitors have longer operating histories and greater market share and brand recognition than we do. In addition, many of our existing and potential competitors are substantially larger than we are and may already have or could develop substantially greater financial and other resources than we have. We may also face price competition that results in decreases in the purchase and use of our products and services. To stay competitive, we may have to increase the incentives that we offer to our customers and decrease the prices of our products and services, which could adversely affect our operating results and profitability.

 

In regards to the wedding services, we may face stiff price competition from established hotel chain industry who has their banquet halls rented out to direct consumers and also other wedding services companies. Considering the industry is largely unorganized, we might also face stiff price competition from small time players including wedding catering contractors who might offer similar service offerings at a price point much lower than us. In such an event our business and profitability may be substantially affected.

 

We rely on our relationships with wedding infrastructure owners who lease out their land or buildings for the purpose of being used as a wedding infrastructure. The financial position of the Company may be adversely affected if we fail to obtain a good wedding infrastructure space at a fair lease rental value and fail to achieve optimum occupancy of these infrastructures.

 

The Company relies on its relationships with wedding infrastructure owners who lease out their halls and buildings for an annual lease rental for the purpose of being used as a wedding infrastructure. The financial position of the Company may be adversely affected if we fail to obtain suitable wedding halls. Even if we are able to obtain suitable wedding halls, we need to ensure optimum occupancy of these infrastructures; otherwise the business may be significantly affected.

 

The wedding industry is highly dependent on social structure and practices. Any major change in the same will adversely impact the business and thus the financial performance of the Company.

 

The wedding services industry is highly dependent on the social structure, religious practices and number of guest invites. Any major change in the same by the consumers will adversely impact the business and thus the financial performance of the Company.

 

Our business depends significantly on the market recognition of our Founder & Chairman, who is our brand ambassador, and if we are not able to maintain or enhance our brand recognition, our business, financial condition, results of operations and prospects may be materially and adversely affected.

 

In the event of the demise of our Founder and Chairman, Mr. Venkatesan (a.k.a Mr. Mohan), who is the brand ambassador and face of the Company, or any accident or injury or ill health caused to him, the Company may not be able to maintain its business and brand recognition, or enhance its brand appeal. This could significantly affect our business and operations.

10
 

 

Our ability to maintain our competitive position and to implement our business strategy is dependent to a significant extent on the performance of our senior management team and other key functional personnel.

 

We depend on our current senior management for the implementation of our strategy and the operation of our day-to-day activities. Furthermore, relationships of members of senior management are important to the conduct of our business. Competition for experienced management personnel in the wedding services industry is intense, the pool of qualified candidates is limited, and we may not be able to retain the services of our senior executives or key personnel or attract and retain high-quality senior executives or key personnel in the future. Consequently, there can be no assurance that these individuals will continue to make their services available to us in the future. Any significant loss of senior management or key personnel could materially and adversely affect our business, financial condition, results of operations and prospects.

 

In addition, if any member of our senior management team or any of our other key personnel joins a competitor or forms a competing company, we may consequently lose our proprietary know-how.

 

Our key management personnel have entered into confidentiality and/or non-competition agreements with us. However, if any disputes arise between any of our key management personnel and us, it may be difficult for us to enforce these agreements.

 

Our profitability is substantially dependent on scalability of wedding services which may be negatively affected by various factors.

 

Our profit margin is largely a function of service fees charged to our customers. These fees are affected by a number of factors, including:

 

·Our customer’s perception of our ability to add value through our services;
·The introduction of better products or services by our competitors;
·The stiff pricing policies of our competitors;
·General economic recessionary conditions;
·The increase in input cost of materials which we may not be able to pass on to the customers; and
·Increase in lease rental costs charged by wedding infrastructure owners.

 

If our service fees are not properly priced, our revenue will decline and we will not be able to sustain our profit margin, which could have a material adverse effect on our profitability.

 

We have entered into outsourcing and other agreements related to certain business operations, and any difficulties experienced in these arrangements could result in additional expense, loss of customers , and revenue or an interruption of our services.

 

We have entered into numerous outsourcing agreements with third parties to provide turnkey wedding event management services to our customers. As a result, we must rely on third parties over which we have limited control, to perform certain of our operations and, in the majority of cases, to interface with our customers. If these third parties are unable to perform to our requirement of high quality services we may be forced to pursue alternative strategies to provide these services, which could result in delays, interruptions, additional expenses to us and loss of customers. This may require us to pursue new third-party relationships. If we are unable to complete a transition to a new provider on a timely basis, or at all, we could be forced to temporarily or permanently discontinue certain services, which could disrupt services to our customers and adversely affect our business, financial condition and results of operations.

 

The inability to maintain or strengthen our brand may reduce our ability to retain and attract customers, which could adversely affect our business, financial condition and operating results.

 

The nature of the industry requires continuous efforts to increase brand awareness among our consumers. This will be an important part of our strategy to grow our business. Developing, promoting and maintaining our brand and image requires a consistent capital investment and expense, and this investment in our brand and image may not be successful. If we fail to develop, promote and maintain our brand and image, we may not be able to grow our customer base and our financial and operational results may suffer.

 

If we lose key personnel or are unable to attract additional qualified personnel as we grow, our business could be adversely affected.

 

The wedding services business is highly labor intensive and requires constant efforts on training. We depend on the ability and experience of a number of our key personnel who have substantial experience in our line of operations. It is possible that the loss of the services of one or a combination of our senior executives or key managers would have an adverse effect on our operations. Our success also depends on our ability to continue to attract, train, manage and retain other qualified management and skilled personnel as we grow, and we may be unable to attract, manage or retain such personnel. Due to the competitive nature of our industry, we may also be vulnerable to attempts by our competitors to hire our employees.

11
 

 

Business, political and economic factors may affect our operations, the manner in which we conduct our business and our rate of growth.

 

The growth rate of the Indian economy has dropped over the last two years and unemployment rates are rising. If economic conditions and unemployment rates continue to deteriorate or do not improve, our target consumer base may be disproportionately affected due to the generally lower incomes of the customers of services. In addition, a large proportion of our target customers work in industries that may be disproportionately affected by a downturn in the Indian economy, which may limit their disposable incomes and consequently, their discretionary spending. Stagnant economic growth and high unemployment are likely to negatively affect our customers' ability to pay for our services. The resulting impact of such economic conditions on our customers and on consumer spending could have a material adverse effect on demand for our services and on our business, financial condition and operating results.

 

If we are unable to adequately protect our brand image we may lose a valuable competitive advantage or be forced to incur costly litigation to protect our rights.

 

Our success depends in part on developing and protecting our brand image. Existing copyright laws afford only limited protection. It is possible that others will infringe our brand copyright by developing and designing their services around our brand and offer similar services. This may affect our business significantly

 

Our failure to anticipate rapid changes in competition may negatively affect demand for our services in the marketplace.

 

The Wedding Services market may be subject to rapid and significant business changes. We expect that new services and concepts applicable to our industry can emerge in the future, and these new services and concepts may be superior to our services. Our future success will depend, in part, on our ability to develop new services according to changing business conditions. These initiatives are inherently risky, and they may not be successful or may have an adverse effect on our business, financial condition and results of operations.

 

The Company’s business is affected by various regulations and compliance with stringent health, safety and environmental laws are expected to be significant. The failure to comply with existing and new health, safety and environmental laws could adversely affect our results of operations.

 

A central component of our wedding service is catering. This is subject to Food Regulations. The Indian food and processing industry is governed by multiple legislations. Dealing with an array of food laws and governing bodies is also a challenge. In addition, we are also subject to regulation relating to local land use controls, permits planning permission, fire and safety standards. We could be subject to substantial civil and criminal liability and other regulatory consequences in the event that a health or environmental hazards were to be found. We may be the subject of consumer interest litigation in India relating to allegations of such hazards, as well as in cases having potential criminal and civil liability filed by regulatory authorities. If such cases are determined against us, there could be an adverse effect on our brand reputation business and operations.

 

We and some of our third-party suppliers are susceptible to the occurrence of catastrophic events, which could impair our ability to operate our business.

 

We and some of the third-party service providers on which we rely are vulnerable to damage from catastrophic events, such as power loss, natural disasters, terrorism, fires, accidents and similar events beyond our control. If we or our suppliers experience any of these events, our services to the customers may not function properly, we may lose customers and revenues, and we may have difficulty attracting new customers, any of which could have a material adverse impact on our business, financial condition and results of operations. In addition, the business interruption insurance we carry may not cover any or all of the losses we may experience as a result of such events. Any significant losses that are not covered by insurance could negatively affect our financial condition and results of operations.

 

Our business and activities will be regulated by the Competition Act, 2002 (India).

 

The Parliament of India enacted the Competition Act, 2002 (the “Competition Act”) for the purpose of preventing practices having an adverse effect on competition in the relevant market in India under the auspices of the Competition Commission of India (the “CCI”). Under the Competition Act, any arrangement, understanding or action, whether formal or informal, which causes or is likely to cause an appreciable adverse effect on competition is void and attracts substantial penalties. On March 4, 2011, the Government notified and brought into force the combination regulation (merger control) provisions under the Competition Act, effective from June 1, 2011. The combination regulation provisions require that acquisition of shares, voting rights, assets or control or mergers or amalgamations which cross the prescribed asset and turnover-based thresholds shall be mandatorily notified to and pre-approved by the CCI. In addition, on May 11, 2011, the CCI issued the final Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations, 2011 that sets out the mechanism for implementation of the combination regulation provisions under the Competition Act.

 

The effect of the Competition Act on the business environment in India is currently unclear. If we are affected, directly or indirectly, by any provision of the Competition Act, or its application or interpretation, including any enforcement proceedings initiated by the Competition Commission and any adverse publicity that may be generated due to scrutiny or prosecution by the Competition Commission, it may have a material adverse effect on our business, results of operations, financial condition and prospects.

12
 

 

Our ability to raise foreign capital may be constrained by Indian law.

 

Our operating subsidiary, as an Indian company, will be subject to exchange controls that regulate investments in foreign currencies. Such regulatory restrictions limit our financing sources for our business operations or acquisitions and other strategic transactions, and consequently could constrain our ability to obtain financings. In addition, we cannot assure you that the required approvals will be granted to us, even if granted within the normal time limits.

 

If we are not able to obtain further financing, our business operations may fail.

 

Substantial expenditures will be required to enable the Company to scale up its operations and quality of services. While the Company believes that if all shares offered hereunder are sold, the net proceeds should be sufficient to permit the Company to continue operations and meet its capital requirements for approximately twelve (12) months, it is anticipated that the Company may need to raise additional capital to maintain operations, facilitate future growth and support its long-term growth initiatives. In addition, if not all of the shares offered hereunder are sold, the Company will need to obtain substantial additional funds much sooner, and possibly within twelve (12) months after this Offering to grow and expand its operations. The Company’s established bank-financing arrangements will not be adequate. Therefore, it is likely that the Company would need to seek additional financing through subsequent future private sales of its debt or equity securities to fund its growth plans.

 

There can be no assurance, however, that such efforts can generate availability of additional funds when needed, or on terms acceptable to the Company, if at all. Any such additional financing may result in significant dilution to existing stockholders. If adequate funds are not available, the Company may be required to curtail its expansion plans, which will adversely affect its revenue and profitability.

 

RISKS RELATED TO THE COMMON STOCK

 

The Company’s stock price may be volatile.

 

The market price of the Company’s Common Stock is likely to be highly volatile and could fluctuate widely in price in response to various potential factors, many of which will be beyond the Company’s control, including the following:

 

·products and services offered by the Company or its competitors;
·additions or departures of key personnel;
·the Company’s ability to execute its business plan;
·operating results that fall below expectations;
·industry developments;
·economic and other external factors; and
·period-to-period fluctuations in the Company’s financial results.

 

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of the Company’s Common Stock.

 

As a public company, we will incur substantial expenses.

 

Upon declared effectiveness of this Registration Statement by the SEC, we will become subject to the information and reporting requirements of the U.S. securities laws. The U.S. securities laws require, among other things, review, audit, and public reporting of our financial results, business activities, and other matters. Recent SEC regulation, including regulation enacted as a result of the Sarbanes-Oxley Act of 2002, has also substantially increased the accounting, legal, and other costs related to becoming and remaining an SEC reporting company. If we do not have current information about our Company available to market makers, they will not be able to trade our stock. The public company costs of preparing and filing annual and quarterly reports, and other information with the SEC and furnishing audited reports to stockholders, will cause our expenses to be higher than they would be if we were privately-held. These increased costs may be material and may include the hiring of additional employees and/or the retention of additional advisors and professionals. Our failure to comply with the federal securities laws could result in private or governmental legal action against us and/or our sole officer and director, which could have a detrimental effect on our business and finances, the value of our stock, and the ability of stockholders to resell their stock.

13
 

 

FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock.

 

The Financial Industry Regulatory Authority (“FINRA”) has adopted rules that relate to the application of the SEC’s penny stock rules in trading our securities and require that a broker/dealer have reasonable grounds for believing that the investment is suitable for that customer, prior to recommending the investment. Prior to recommending speculative, low priced securities to their non-institutional customers, broker/dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative, low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker/dealers to recommend that their customers buy our Common Stock, which may have the effect of reducing the level of trading activity and liquidity of our Common Stock. Further, many brokers charge higher transactional fees for penny stock transactions. As a result, fewer broker/dealers may be willing to make a market in our Common Stock, reducing a shareholder’s ability to resell shares of our Common Stock.

 

We may be exposed to potential risks resulting from new requirements under section 404 of the Sarbanes-Oxley Act of 2002.

 

There are substantial penalties that could be imposed upon us if we fail to comply with all regulatory requirements. In particular, under Section 404 of the Sarbanes-Oxley Act of 2002 we will be required, beginning with our fiscal year ending 2013 to include in our annual report our assessment of the effectiveness of our internal control over financial reporting as of the end of fiscal 2012. We have not yet completed our assessment of the effectiveness of our internal control over financial reporting. We expect to incur additional expenses and diversion of management’s time as a result of performing the system and process evaluation, testing and remediation required in order to comply with the management certification and auditor attestation requirements.

 

If a market for our Common Stock does not develop, shareholders may be unable to sell their shares.

 

A market for our Common Stock may never develop. We intend to contact an authorized OTC Bulletin Board market-maker for sponsorship of our securities on the OTC Bulletin Board. However, there is no guarantee that our shares will be traded on the Bulletin Board, or, if traded, a public market may not materialize. If our Common Stock is not traded on the Bulletin Board or if a public market for our Common Stock does not develop, investors may not be able to re-sell the shares of our Common Stock that they have purchased and may lose all of their investment.

 

The Company’s Common Stock may be deemed “penny stock”, which would make it more difficult for investors to sell their shares.

 

If a market develops and the price of the Company’s stock is below $5.00 per share, or the Company does not have $2,000,000 in net tangible assets, or is not listed on an exchange or on the NASDAQ National Market System, among other conditions, the Company’s shares may be subject to a rule promulgated by the SEC that imposes additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and institutional accredited investors. For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written consent to the transaction prior to the sale. Furthermore, if the price of the Company’s stock is below $5.00, and does not meet the conditions set forth above, sales of the Company’s stock in the secondary market will be subject to certain additional new rules promulgated by the SEC. These rules generally require, among other things, that brokers engaged in secondary trading of stock provide customers with written disclosure documents, monthly statements of the market value of penny stocks, disclosure of the bid and asked prices, and disclosure of the compensation to the broker-dealers and disclosure of the sales person working for the broker-dealer. These rules and regulations may affect the ability of broker-dealers to sell the Company’s securities, thereby limiting the liquidity of the Company’s securities. They may also affect the ability of purchasers in the Offering to resell their securities in the secondary market.

 

Additional issuances of our securities may result in immediate dilution to existing stockholders.

 

We are authorized to issue up to 300,000,000 shares of Common Stock, $0.001 par value per share, of which 41,646,160 are currently issued and outstanding. Further, we are authorized to issue up to 10,000,000 shares of Preferred Stock, $0.001 par value per share of which none are issued and outstanding.  Our Board of Directors has the authority to cause us to issue additional shares of Common Stock, and to determine the rights, preferences and privileges of our preferred stock, without consent of any of our stockholders. We may issue either common or preferred stock in connection with financing arrangements or otherwise. Any such issuances will result in immediate dilution to our existing stockholders’ interests, which will negatively affect the value of your shares.

 

The elimination of monetary liability against the Company’s existing and future directors, officers and employees under Delaware law and the existence of indemnification rights to the Company’s existing and future directors, officers and employees may result in substantial expenditures by the Company and may discourage lawsuits against the Company’s directors, officers and employees.

 

The Company’s Certificate of Incorporation contain specific provisions that eliminate the liability of directors for monetary damages to the Company and the Company’s stockholders; further, the Company is prepared to give such indemnification to its existing and future directors and officers to the extent provided by Delaware law. The Company may also have contractual indemnification obligations under any employment agreements it may have with its officers and directors. The foregoing indemnification obligations could result in the Company incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which the Company may be unable to recoup. These provisions and resultant costs may also discourage the Company from bringing a lawsuit against existing and future directors and officers for breaches of their fiduciary duties and may similarly discourage the filing of derivative litigation by the Company’s stockholders against the Company’s existing and future directors and officers even though such actions, if successful, might otherwise benefit the Company and its stockholders.

14
 

 

Absence of Public Market

 

There has never been any established “public market” for shares of Common Stock of the Company, and no assurance can be given that any market for the Company's Common Stock will develop or be maintained. If a public market ever develops in the future, the sale of “unregistered” and “restricted” shares of Common Stock pursuant to Rule 144 of the Act, may adversely affect the market price, if any, for the Company's shares and could impair the Company's ability to raise capital through the sale of its equity securities. In order to qualify for the resale of Common Stock under Rule 144, certain holding periods must be met and either legal opinions setting forth exemptions from the Act must be provided or registration statements must be in effect relating to such Common Stock. Further, there is no assurance that Rule 144 will be applicable to the Company and investors may not be able to rely on its provisions now or in the future.

 

Dividends

 

Payment of dividends on the Common Stock and Preferred Stock is within the discretion of the Board of Directors, is subject to state law, and will depend upon the Company's earnings, if any, its capital requirements, financial condition and other relevant factors.

 

DETERMINATION OF OFFERING PRICE

 

As a result of there being no established public market for our shares, the offering price and other terms and conditions relative to our shares have been arbitrarily determined by the Company and do not bear any relationship to assets, earnings, book value, or any other objective criteria of value. In addition, no investment banker, appraiser, or other independent third party has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares.

 

USE OF PROCEEDS

 

The net proceeds to be realized from this Offering will be approximately $3,000,000 if all the shares being offered are sold. The Company's management estimates that if all shares are sold, the net proceeds to the Company should be sufficient to meet the Company's funding requirements for the next twelve (12) months after this Offering. Management anticipates the proceeds will generally be used as follows, and the estimated use of proceeds set forth below is not intended to represent the order of priority in which the proceeds may be applied:

 

Total Proceeds  Aggregate
Offering
  Percentage of Offering
Business Infrastructure  $1,345,000    44.83%
Public Listing Expenses  $85,000    2.83%
Marketing  $1,000,000    33.33%
General and Administrative  $570,000    19.00%

Total

  $3,000,000    100%

 

THE FIGURES SET FORTH ABOVE ARE ESTIMATES, CANNOT BE PRECISELY CALCULATED AND SHOULD NOT BE RELIED UPON. ACTUAL EXPENDITURES MAY VARY SUBSTANTIALLY FROM THESE ESTIMATES AS A RESULT OF FUTURE EVENTS. ALTHOUGH THERE ARE NO CURRENT PLANS TO DO SO, THE COMPANY'S BOARD OF DIRECTORS RESERVES THE RIGHT, IN THE EXERCISE OF ITS BUSINESS JUDGMENT; TO ALTER THE ESTIMATES AND ANTICIPATED USES SET FORTH HEREIN.

15
 

 

PLAN OF DISTRIBUTION; TERMS OF THE OFFERING

 

As of the date of this Registration Statement, the Company has 41,646,160 shares of Common Stock and 0 shares of Preferred Stock issued and outstanding. The Company is registering an additional 10,000,000 shares of its Common Stock for sale at the price of $0.30 per share. There is no arrangement to address the possible effect of the Offering on the price of the stock.

 

In connection with the Company’s selling efforts in the Offering, our officers and directors will not register as a broker-dealer pursuant to Section 15 of the Exchange Act, but rather will rely upon the “safe harbor” provisions of SEC Rule 3a4-1, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an Offering of the issuer’s securities. Our officers and directors are not subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. Our officers and directors will not be compensated in connection with their participation in the Offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. Our officers and directors are not, nor have been within the past 12 months, a broker or dealer, and they are not, nor have they been within the past 12 months, an associated person of a broker or dealer. At the end of the Offering, our officers and directors will continue to primarily perform substantial duties for the Company or on its behalf otherwise than in connection with transactions in securities. Our officers and directors have not participated in another offering of securities pursuant to the Exchange Act Rule 3a4-1 in the past 12 months. Additionally, they have not and will not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on the Exchange Act Rule 3a4-1(a)(4)(i) or (iii).

 

In order to comply with the applicable securities laws of certain states, the securities will be offered or sold in those states only if they have been registered or qualified for sale; an exemption from such registration or if qualification requirement is available and with which the Company has complied. In addition, and without limiting the foregoing, the Company will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.

 

Terms of the Offering

 

The Offering shall continue until all shares offered hereunder are sold or until termination of this Offering on May 18, 2014. The Company may extend the ending date for the Offering at its sole discretion. Subscribers shall make all checks payable to KM Wedding Events Management, Inc. for payment of their subscription price. Upon acceptance of a subscription for Shares and corresponding receipt of payment, all funds will be immediately available to the Company. Subscribers may not withdraw subscription funds deposited in the KM Wedding Events Management, Inc. account. After release to the Company, subscription funds not applied to Company expenses or obligations may be invested by the Company in short-term highly liquid investments, which may include uninsured depositories.

 

Penny Stock Regulation

 

Our Common Shares are not quoted on any stock exchange or quotation system. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange system).

 

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, that:

 

·contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
·contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties;
·contains a brief, clear, narrative description of a dealer market, including “bid” and “ask” prices for penny stocks and the significance of the spread between the bid and ask price;
·contains a toll-free telephone number for inquiries on disciplinary actions;
·defines significant terms in the disclosure document or in the conduct of trading penny stocks; and,
·contains such other information and is in such form (including language, type, size, and format) as the SEC shall require by rule or regulation.

 

The broker-dealer also must provide the customer with the following, prior to proceeding with any transaction in a penny stock:

 

·bid and offer quotations for the penny stock;
·details of the compensation of the broker-dealer and its salesperson in the transaction;
·the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and,
·monthly account statements showing the market value of each penny stock held in the customer’s account.

 

16
 

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities.

 

Offering Period and Expiration Date

 

The Offering shall continue until all shares offered hereunder are sold or until termination of this Offering on May 18, 2014. The Company may extend the ending date for the Offering at its sole discretion.

 

Procedures for Subscribing

 

Once the Registration Statement is declared effective by the SEC, if you decide to subscribe for any shares in this Offering, you must:

 

1. receive, review and execute and deliver a Subscription Agreement; and

 

2. deliver a check or certified funds to us for acceptance or rejection.

 

Any potential investor will have ample time to review the Subscription Agreement, along with their counsel, prior to making any final investment decision. The Company shall only deliver such Subscription Documents upon request after a potential investor has had ample opportunity to review this prospectus. Further, we will not accept any money until this Registration Statement is declared effective by the SEC.

 

Right To Reject Subscriptions

 

We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions.

 

Acceptance of Subscriptions

 

Once you submit a Subscription Agreement and the Company accepts it, you may not revoke or change your subscription or request a refund of monies paid. All accepted subscriptions are irrevocable, even if you subsequently learn information about us that you consider to be materially unfavorable. However, this does not limit your rescission rights under Section 5 of the Securities Act of 1933 in cases of material omissions or misstatements contained in this Registration Statement.

 

Upon the Company’s acceptance of a Subscription Agreement and receipt of full payment, the Company shall countersign the Subscription Agreement and issue a stock certificate along with a copy of the Subscription Agreement.

 

DILUTION

 

We intend to sell 10,000,000 shares of our Common Stock at a price of $0.30 per share. The following table sets forth the number of shares of Common Stock purchased from us, the total consideration paid and the price per share. The table assumes all 10,000,000 shares of Common Stock will be sold.

 

   Shares Issued  Total Consideration  Price Per Share
   Number of Shares  Percent  Amount  Percent
Existing Shareholders   41,646,160    80.64%  $1,072,808    26.34%   $0.001 - $0.20 
Purchasers of Shares   10,000,000    19.36%  $3,000,000    73.66%  $0.30 
Total   51,646,160    100.00%  $4,072,808    100.00%     

 

The following table sets forth the difference between the offering price of the shares of our Common Stock being offered by us, the net tangible book value per share, and the net tangible book value per share after giving effect to the Offering by us, assuming that 100%, 75% and 50% of the offered shares are sold. Net tangible book value per share represents the amount of total tangible assets less total liabilities divided by the number of shares outstanding as of June 30, 2013. Totals may vary due to rounding.

17
 

 

 

   100% of offered
shares are sold
 

 75% of offered

shares are sold

 

 50% of offered

shares are sold

Offering Price  $0.30
per share
  $0.30
per share
  $0.30
per share
Net tangible book value at June 30, 2013  (0.002) per share  (0.002) per share  (0.002) per share
Net tangible book value after giving effect to the Offering  0.056
per share
  0.044
per share
  0.030
per share
Increase in net tangible book value per share attributable to cash payments made by new investors  0.059
per share
  0.046
per share
  0.032
per share
Per Share Dilution to New Investors  0.241
per share
  0.254
per share
  0.268
per share
Percent Dilution to New Investors   80%   85%   89%

 

If 100% of the offered shares are sold we will receive the maximum proceeds of $2,915,000, after offering expenses have been deducted. If 75% of the offered shares are sold we will receive $2,165,000 after offering expenses have been deducted. If 50% of the offered shares are sold we would receive $1,415,000 after offering expenses have been deducted. While the Company believes that if all shares offered hereunder are sold, the net proceeds should be sufficient to permit the Company to continue operations and meet its capital requirements for approximately twelve (12) months, it is anticipated that the Company may need to raise additional capital to maintain operations, facilitate future growth and support its long-term growth initiatives. In addition, if not all of the shares offered hereunder are sold, the Company will need to obtain substantial additional funds much sooner, and possibly within twelve (12) months after this Offering to grow and expand its operations. The Company’s established bank-financing arrangements will not be adequate. Therefore, it is likely that the Company would need to seek additional financing through subsequent future private sales of its debt or equity securities to fund its growth plans.

 

There can be no assurance, however, that such efforts can generate availability of additional funds when needed, or on terms acceptable to the Company, if at all. Any such additional financing may result in significant dilution to existing stockholders. If adequate funds are not available, the Company may be required to curtail its expansion plans, which will adversely affect its revenue and profitability.

 

DESCRIPTION OF PROPERTY

 

We currently rent an office located at 11501 Dublin Blvd., Suite 200, Dublin, CA 94568 at a yearly rental rate of $1,200. In the future, we may be required to seek additional office space. We do not foresee any significant difficulties in obtaining any required space. We currently do not own any real property.

 

DESCRIPTION OF SECURITIES

 

The total number of Shares authorized to be issued by the Company is Three Hundred Ten Million (310,000,000). This consists of Three Hundred Million (300,000,000) Shares of Common Stock, (the “Common Stock”) and Ten Million (10,000,000) Shares of Preferred Stock (the “Preferred Stock”). As of the date of this Registration Statement, there are 41,646,160 shares of Common Stock and 0 shares of Preferred Stock, issued and outstanding. All shares of the Common Stock are “restricted shares” as that term is defined under the Securities Act of 1933. As of the date of this Registration Statement, there are no outstanding options to purchase shares of the Common Stock of the Company.

 

Common Stock

 

The Common Stock has a par value of $0.001 per share. Each share of Common Stock is entitled to one (1) vote per share. Subject to the preferences applicable to Preferred Stock outstanding at any time, the holders of shares of Common Stock shall be entitled to receive such dividends and other distributions in cash, property or shares of stock of the Corporation as may be declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefore. The holders of Common Stock issued and outstanding have and possess the right to receive notice of shareholders’ meetings and to vote upon the election of directors or upon any other matter as to which approval of the outstanding shares of Common Stock or approval of the common shareholders is required or requested. Shareholders will not have a right to cumulate their votes for the election of directors.

 

Upon liquidation of the Company, the holders of Common Stock will share pro rata in the distribution of assets. The Common Stock has no preemptive or other subscription rights, and there are no conversion rights or redemption or sinking fund provisions with respect to such shares.

 

The Common Stock Shares offered hereby will be evidenced by a certificate when issued.

18
 

 

Preferred Shares.

 

The Board of Directors is authorized from time to time to provide for the issuance of up to 10,000,000 shares of Preferred Stock in one or more classes or series not exceeding in the aggregate the number of Preferred Shares authorized by the Certificate of Incorporation. The Board of Directors is also authorized to determine with respect to each such series the voting powers, if any, designations, preferences, and relative, participating, option, or other special rights, and the qualifications, limitations, or restrictions relating thereto, including without limiting the generality of the foregoing, the voting rights relating to such series or class of Preferred Stock (which may be one or more votes per share or a fraction of a vote per share, which may vary over time, and which may be applicable generally or only upon the happening and continuance of stated events or conditions), the rate of dividend to which holders of such Class of Preferred Shares of any series may be entitled (which may be cumulative or non-cumulative), the rights of holders of such series or class of Preferred Shares in the event of liquidation, dissolution, or winding up of the affairs of the Company, the rights, if any, of holders of such series or class of Preferred Shares of any series to convert or exchange such Preferred Shares of such series for shares of any other class or series of capital stock or for any other securities, property, or assets of the Company or any subsidiary (including the determination of the price or prices or the rate or rates applicable to such rights to convert or exchange and the adjustment thereof, the time or times during which the right to convert or exchange shall be applicable, and the time or times during which a particular price or rate shall be applicable), whether or not the shares of that series shall be redeemable, and if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates, and whether any shares of that series shall be redeemed pursuant to a retirement or sinking fund or otherwise and the terms and conditions of such obligation.

 

Before the Company shall issue any additional series or class of Preferred Shares, a Certificate of Designation, or Restated Certificate of Incorporation, fixing the voting powers, designations, preferences, the relative, participating, option, or other rights, if any, and the qualifications, limitations, and restrictions, if any, relating to the Preferred Shares of such series, and the number of Preferred Shares of such series authorized by the Board of Directors to be issued shall be filed with the Delaware Secretary of State Division of Corporations in accordance with the Delaware Code and shall become effective without any shareholder action. The Board of Directors is further authorized to increase or decrease (but not below the number of such shares of such series then outstanding) the number of shares of any series subsequent to the issuance of shares of that series.

 

Preemptive Rights. No holder of any stock of the Company shall be entitled, as of right, to purchase or subscribe for any part of any unissued shares of stock of the Company or for any additional shares of stock, of any class or series, which may at any time be issued, whether now or hereafter authorized, or for any rights, options, or warrants to purchase or receive shares of stock or for any bonds, certificates of indebtedness, debentures, or other securities convertible into shares of stock, or any class or series thereof, but any such unissued or additional shares, rights, options, or warrants or convertible securities of the Company may, from time to time, be issued and disposed of by the Board of Directors to such persons, firms, corporations, or associations, and upon such terms, as the Board of Directors may, in its discretion, determine, without offering; any part thereof to any shareholders of any class, or series then of record; and any shares, rights, options or warrants or convertible securities which the Board of Directors may at any time determine to offer to shareholders for subscription, may be offered to holders of shares of any class or series at the time existing, to the exclusion of holders of shares of any or all other or classes or series at the time existing, in each case as the Board of Directors may, in its discretion, determine.

 

Dividends

 

Common Stock

 

No dividends have ever been paid on the Common Stock and the Company does not currently anticipate paying any cash or other dividends on the Common Stock. Future dividend policy will be determined by the Board of Directors of the Company in light of prevailing financial need and earnings, if any, of the Company and other relevant factors. Investors who anticipate the need for either immediate or future income in the form of cash dividends from an investment in the Company should not purchase the Common Stock offered hereby.

 

Preferred Stock

 

No dividends have ever been paid on the Preferred Stock and the Company does not currently anticipate paying any cash or other dividends on the Preferred Stock. Future dividend policy will be determined by the Board of Directors of the Company in light of prevailing financial need and earnings, if any, of the Company and other relevant factors. Investors who anticipate the need for either immediate or future income in the form of cash dividends from an investment in the Company should not purchase the Common Stock offered hereby.

19
 

 

Warrants and Options

 

There are no outstanding warrants or options to purchase our securities.

 

Transfer Agent and Registrar

 

Our transfer agent is VStock Transfer, LLC and its phone number is 212-828-8436. The transfer agent is responsible for all record-keeping and administrative functions in connection with the common shares.

 

No Public Market for Common Stock

 

There is currently no public trading market for our Common Stock and no such market may ever develop. While we intend to seek and obtain quotation of our Common Stock for trading on the OTC Bulletin Board (“OTCBB”), there is no assurance that our application will be approved. An application for quotation on the OTCBB must be submitted by one or more market makers who: 1) are approved by the Financial Industry Regulatory Authority ("FINRA"); 2) who agree to sponsor the security; and 3) who demonstrate compliance with SEC Rule 15(c)2-11 before initiating a quote in a security on the OTCBB. In order for a security to be eligible for quotation by a market maker on the OTCBB, the security must be registered with the SEC and the company must be current in its required filings with the SEC. There are no listing requirements for the OTCBB and accordingly no financial or minimum bid price requirements. We intend to cause a market maker to submit an application for quotation to the OTCBB upon the effectiveness of this registration statement of which this prospectus forms a part. However, we can provide no assurance that our shares will be traded on the bulletin board or, if traded, that a public market will materialize.

 

INFORMATION WITH RESPECT TO REGISTRANT

 

THE FOLLOWING DISCUSSION AND ANALYSIS SHOULD BE READ TOGETHER WITH THE CONSOLIDATED FINANCIAL STATEMENTS OF KM WEDDING EVENTS MANAGEMENT INC. AND THE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS INCLUDED IN THIS REGISTRATION STATEMENT. THIS DISCUSSION SUMMARIZES THE SIGNIFICANT FACTORS AFFECTING OUR OPERATING RESULTS, FINANCIAL CONDITIONS AND LIQUIDITY AND CASH-FLOW SINCE INCEPTION.

 

DESCRIPTION OF BUSINESS

 

Company Overview

 

KM Wedding Events Management, Inc. (the “Company” or “KM”) was incorporated in the State of Delaware on October 24, 2012. On February 14, 2013, KM entered into a Stock Purchase Agreement with KM Matrimony Pvt. Ltd, a company incorporated under the Companies Act, 1956, of India (“KM India”), pursuant to which KM shall purchase up to ten million (10,000,000) shares of KM India’s common stock at a price of 11 Indian Rupees ($0.21 USD) per share for an aggregate purchase price of up to two million one hundred thousand dollars ($2,100,000 USD) dollars. On February 14, 2013, KM entered into a Stock Purchase Agreement, pursuant to which KM shall purchase Three Million One Hundred and Fifty Thousand (3,150,000) shares of KM India’s common stock from Mr. Venkatesan Vaidhyanathan, Mrs. Meera Ngarajan, Mr. Sridhar Kalyanasundaram, Mr. Vijaya Bhaskar Venkatesan and Mrs. Nithya Vijaya Baskar payable in two tranches as follows: (i) Tranche A: One Million One Hundred and Fifty Thousand (1,150,000) shares of KM India’s common stock at a purchase price of 11 Indian Rupees ($0.21 USD) per share (“Tranche A”); and (ii) Tranche B: Two Million (2,000,000) shares of KM India’s common stock at a purchase price equal to the fair market value of KM India’s shares at the time of purchase (“Tranche B”).

 

As a result of the Stock Purchase Agreements, KM shall carry on the business of KM India as its primary business and KM India shall become a wholly-owned subsidiary of KM. KM India has been involved in the wedding services industry in South India for the past twelve years. KM is the brand, which is a short form for ‘Kalyana Malai’ meaning ‘Wedding Garland’ in South Indian language. The services offered by KM India include Matrimonial (Matchmaking) Services and Wedding Services. Unless otherwise specified, KM and KM India shall hereinafter be collectively referred to as “KM” or the “Company”.

 

KM’s Matrimonial Services include matchmaking and partner identification, through a well thought-out and efficient multi touch point service through various mediums including online, offline, print media, ground events, television shows, etc.

 

The Wedding Services of KM are wide-ranging, from catering to event planning and management. In order to enhance its presence and to create captive capacity, KM intends to have its own wedding infrastructure, which would be available for lease, to enable the Company to scale up its business quickly.

 

KM currently focuses on the geographic locations of Tamil Nadu and Andhra Pradesh (two of the Southern States in India). With a well-established and respected brand created through over twelve years of presence in this market, KM is well positioned to exploit the potential of this market and is also planning to expand its services to the United States. KM’s target customers include the Indian high-income group, higher middle-income group, and other affluent individuals. This segment, being upwardly mobile and comfort and service focused, provides the right target group for the business positioning of KM.

20
 

 

KM will be launching its matrimonial services in the U.S. targeting the Indian Diaspora in the United States. The majority of South Indian Diaspora in the U.S. follows traditional practices in Match Making and also in conducting wedding events in India as per their custom and religious practices. The Indian Diaspora is also one of the affluent communities in the U.S. In fiscal year 2012, KM had successfully conducted community events in a large number of cities in the U.S. to create brand awareness, and the events had been well received and attended by a large number of people.

 

Considering the U.S. market is material and even more lucrative, KM will soon launch a dedicated service as a division in its portal to these communities, with front end web portal enabling the match making to be done within the U.S., and integrate this with the back end of wedding services in India, to service the communities in India. In October 2013, we filmed our Sun TV television program in six locations throughout the United States, including New York, Connecticut, New Jersey, San Jose, Dallas and Houston. These episodes will assist in our launch throughout the United States.

 

Matrimonial Services (Matchmaking Services)

 

In 2004, KM India entered into the Matrimonial Services industry by acquiring three different firms involved in various aspects of matrimonial services, as set forth below:

 

A.Pyramid Creations a production firm providing matrimonial service through the TV Medium through a program named KM commenced in 2000,
B.Kalyanamalai.net, a firm providing matrimonial service through Online Platform since 2001; and
C.Kalyanamalai, a Matrimonial Magazine (Publication) firm established in 2002.

 

The Company consolidated these activities and became a single comprehensive Matrimonial Service provider with multi touch point service capabilities covering the Internet, Matrimonial Publication and a unique TV program.

 

For the Matrimonial Services, KM continued using the established ‘Kalyanamalai’ brand name for all its matrimonial services for all its divisions, and promoted the same across all the touch points. While improving the business through the existing acquired channels, KM also expanded its service channels by adding Branch and Franchisee networks across the target geographic locations and incorporated hugely popular and uniquely positioned events themed around the South Indian Hindu Wedding Religious facets like ‘Joint Prayer’ for early and hurdle free wedding, ‘Community Meet’ enabling families of probable matches to meet each other, Entertainment Events, etc. The objective of the events is for mass customer acquisition. All of the foregoing makes KM one of the most comprehensive branded matrimonial service providers in the South Indian wedding market.

 

One of the key strategies of KM is maintaining the ‘Traditional, Social & Cultural values’ intact while incorporating and taking the benefit of new age technologies. Further, in order to ensure the reach of KM’s service to its target groups, which also includes customers from Tier 2 and Tier 3 cities , where significant % of population are not net savvy target customers, KM created a strong network of brick and mortar set up through branch and franchisee networks supported ably by a highly automated online technology process & platform for enabling matchmaking. Tier 2 and Tier 3 cities are non metro cities, that are generally defined and understood by the business communities, based on its population of the cities and its commercialization arrived after considering a multiple factors such as its sales tax revenue, number of bank branches, internet connections, and number of skilled workers etc. Tier 2 cities have a population of 1 to 5 million and Tier 3 cities are those cities which have a population of less than 1 million.

 

KM was able to thus create a unique combination of technology and tradition having a competitive edge in the market place. With steadfast resilience and a commitment to cater to the evolving needs of the customers, KM has established itself as a trustworthy partner among its customers, and has grown to become one of the largest matrimonial service providers of its kind in South India.

 

KM has been a leader in the industry and has to its credit various “firsts” in terms of introduction of new concepts and services, including;

 

A.Profile introduction on TV
B.Exclusive matrimonial magazine having color photographs of the profiles
C.Conducting events across the geographies for customer acquisition and service
D.Introducing the concept of ‘relationship officers’ for matrimonial services
E.Improved search tools and matching logic

21
 

One of the key differentiations, brought out by KM is the direct introduction of marriage-seeking profiles through the TV medium through a weekly series running since 2000. This is telecast on SUN TV, which is ranked No. 1 in terms of viewership and reach in South Indian TV Market. SUN TV holds a bouquet of 20 channels and has the highest reach, frequency and patronage of millions of viewership all over the world.

 

This gives an all-important competitive edge for driving the brand as well as providing efficient service to profile seekers. To make the best of this, KM has implemented a unique design for the program to enable the brand to reach a far larger audience than just the profile seekers. The program design allows incorporation of entertainment based ‘debate show’ as an integral part of the program, which covers various ‘topics of social impact’ which is discussed and debated upon by professionals & experts. This debate is moderated and judged by a professional and/or celebrity. By covering interesting topics, this program has attracted large numbers of followers and has also enabled KM to get a large number of celebrities on the KM platform including policy makers, administrators, politicians, actors and other celebrities. Filming for this ‘debate show’ is held in front of a large live audience (ranging from 1,000 - 3,000 live viewers). This has created a strong brand positioning for KM as a matrimonial player and has created an ideal launching platform for the wedding services of KM. Further, this has helped KM in being recognized as a player best suited to cater to the requirements of the target customer base.

 

This innovative strategy of being telecast on the SUN TV network affords the Company;

 

·Immediate brand connect for ‘KM’ with a wide range of specific targeted and segmented audience, and
·Numerous options for the profiles for finding the right partner filtered through a wide base.

 

Entry into the lucrative Wedding Services market

 

After having established KM as a leading and respected service provider in the matrimonial industry, KM entered into other areas of wedding services. KM has entered the wedding event management and allied services segments including wedding catering services by acquiring Unique Marriage Services, a firm involved in the wedding catering and management services since 1980. The firm was providing Wedding services under the brand name ‘Athithi’. This business acquisition enabled KM to possess an intellectual property consisting of wedding design, catering knowhow, talent pool, skilled labor, vendor supply chain network, wedding hall owners network, sourcing strategy, proprietary recipe of signature dishes, market intelligence, etc, which was previously owned by Unique Marriage Services.

 

With the addition of wedding services, which focuses on the higher end of the value chain in the wedding industry, KM is able to service the customers already using KM for the matrimonial service. The Company became one of the earliest entrants in the industry to provide an integrated wedding service. Keeping in line with KM’s strength in the geographical area of Tamil Nadu, KM focuses on servicing the South Indian community from providing the matchmaking services to conducting the wedding event.

 

KM has created a wide range of services as part of conducting the wedding event for South Indian Hindu weddings. The range of services typically includes: 

 

 

 

In order to make the service comprehensive and create internal capacity for wedding services, KM has embarked on a wedding halls project wherein KM will either create a wedding hall on its own or collaborate with the owners of top quality branded wedding halls. This will enable KM provide comprehensive services under one roof. KM is planning to begin this project by entering into long-term lease relationships with wedding infrastructure owners. This is modelled on the concept similar to that of the hotel chain industry. The infrastructure will be coupled with comprehensive services for the conduct of the wedding including food and other requisite services provided by KM. Further, the model is expected to evolve wherein the ownership of the property is separated from the managers and branded service providers who in this case are the hotel chains who largely don’t own the asset.

22
 

 

The wedding hall facilitates the conduct of religious rituals, and houses all the necessary facilities like rooms for families, assembly hall, dining hall, etc. KM is in talks with infrastructure owners and is exploring the possibility of creating a chain of branded wedding halls through leased wedding infrastructure to promote its services with its main focus on the high income group and higher middle income group target audience.

 

The objective of KM’s wedding halls project is to create ‘top quality wedding infrastructure’ where turnkey services for the wedding event can be provided by KM. This will position KM as a branded player in a currently largely unorganized market. Incidentally, for top quality wedding halls there is a huge demand and business potential. Considering the fact that there is a large demand for quality wedding halls, there are very limited options available for satisfying the demand as most existing wedding halls have limited facilities and quality. This results in wedding dates getting fixed sometimes 15-20 months from the wedding getting confirmed. This provides a great opportunity for weddings being matched by KM.

 

 

 

By providing wedding event management services along with quality wedding halls, KM will be able to capitalize on the growing ‘wedding market’ by focusing on providing personalized and quality service and straddling across the value chain in this business segment with a focus on the target groups of high income and high middle income groups. This will make KM a unique player in the market with services offered starting from matrimony and culminating in the wedding infrastructure and event management service.

 

Strategic Alliances

 

The Company has various strategic relationships with top brands in an endeavor to create and position the brand.

 

·Satellite Channel SUN TV: Tamil’s leading Satellite Channel having the widest reach as well as highest viewership among the Tamil Community. The Company’s agreement with SUN TV enables the Company to screen the Kalyanamalai TV program wherein match-seeking profiles are introduced on TV. The relationship started in the year 2000 by the firm, Pyramid Creations, and continues for over 13 years as a weekly episode. With the program design packaging an entertainment component, is being watched by over 10 million viewers every week promoting the brand image of KM among this audience.
·Publication: Ananda Vikatan leading Weekly Tamil Magazine. The Company’s agreement with Ananda Vikatan enables printing & distribution of the Company’s matrimonial magazine Kalyanamalai through the network of Ananda Vikatan.
·Satellite Channel Gemini TV, Telugu’s leading Satellite Channel, wherein the telecast of Vivaha Bandham TV program enables KM to reach millions of people through its high quality telecast & global presence.

 

23
 

Indian Wedding Market

 

Indian Weddings typically are conducted over two calendar days in a traditional wedding hall, which is capable of accommodating a large number of guests averaging around 500 - 5,000 guests for a wedding. The wedding events are evolving from being a religious one to a social one and are normally among the top spending events in one’s life.

 

Key business drivers for the industry are:

 

·Demographic profile of the Indian population having a large proportion of young people below the age of 25.
·With the economic growth and consequent improvement in the disposable income of the Indian middle and upper middle class the wedding expenses are on the rise.
·With the changing social profile, large numbers of young women are becoming earning members of the society thereby having higher incomes and increased discretionary spending.
·A focus on maintaining the traditional values and seemingly increasing the rigor of adherence to these values.
·Wedding events getting evolved from being a small family event to a status symbol as well as social positioning.
·Incorporating entertainment for improved social positioning.
·Continuously increasing circle of friends and relatives resulting in higher attendance for the wedding (social networking).

 

This provides great opportunity for various players involved in the wedding services.

 

There are a wide range of wedding services which are required in the market including:

 

·Pre-Wedding – Matchmaking & Matrimonial Services
·Wedding – Event Management Services & Wedding Shopping (beauty treatment, salon, spa)
·Post-Wedding – Honeymoon packages and other related services.

 

Out of the above, the highest volume happens in the matrimonial services and the highest value is created in the wedding event management services.

 

Indian weddings at the high end of the society have always been an event of huge magnitude in terms of its grandeur. India’s burgeoning middle class, now 300 million strong, are turning weddings into a showcase event of their growing disposable incomes and newfound appetites for the goodies of the global marketplace. The change is visible in the middle class who want the flavour and ambience of elite weddings. They too are spending and want the best available with improved quality an incorporating new concepts and themes. Thus, while continuing to be a religious event, weddings have various aspirational angles for improved social positioning.

 

With weddings becoming more and more aspirational, various opportunities and fresh services are getting introduced. Wedding planners belong to the event management industry, which is growing at a fast and steady rate. While this industry is still nascent and evolving in India, Indian wedding event management services companies have clearly demonstrated their capabilities in successfully managing several large weddings and mega national and international events over the past few years. With rising incomes, people are also spending more on weddings, parties and other personal functions. However, with the lack of wedding infrastructure and the unorganized management of most wedding events, there exists a big gap and a potential high growth in this segment of the industry.

 

One of the key requirements for a good wedding, specifically in the southern part of the India is the requirement of a wedding hall. As the wedding events are generally conducted over 2 to 3 days, people generally prefer to have the events exclusively in the wedding halls. Wedding halls are generally owned and operated by an unorganized sector and mostly, even in metro cities like Chennai, the infrastructure of the wedding hall has not evolved with the changing times. Even the top quality halls in the city do not have requisite car parking and more than 70% of the halls do not have air conditioning. It is for this reason, that banquet halls of various star hotels have been used for wedding parties. In fact, various religious offerings which are part of the wedding ceremony are restricted in these halls and hence, the customers end up having the ceremony in a different place and a party in the banquet hall. This is where the KM business model is relevant to the traditional Indian Wedding Services Market, and its value is likely to be perceived more so in its target geographies and its focus market segments.

24
 

 

Weddings at a higher end of the ‘socio economic profile’ get postponed/delayed after the decision on the wedding, owing to lack of top quality infrastructure capable of handling the service requirements. This is owing to the fact that the supply of quality halls is very limited compared to the ever-increasing demand.

 

While typically caterers double up as wedding event managers, they generally take care of the conduct of the wedding, after the wedding hall is booked. Thus, they do not take care of the wedding hall requirements. Further, with good wedding halls being in constant demand, pre-booking is done around a year in advance. There is a huge time gap between the decision on the hall and arrangement of a contractor. Further, most of the wedding contractors are cooks by themselves. Hence, the major focus of a contractor goes into food and its quality and generally service requirements are given a back seat and so is the requirement of logistics and rituals associated with the wedding. Thus, the business of wedding services is largely unorganized and split across multiple categories of service providers.

 

KM’s Expansion into the U.S. Market

 

KM has been servicing the Non Resident Indian (NRI) & Persons of Indian Origin (PIO) communities in the United States over the last 12 years. KM’s SUN TV Program is very popular among the South Indian NRI community in the U.S., with over 200,000 viewers.

 

The Ministry of International Affairs, India, reports that there are 2.25 Million NRIs and PIOs in the U.S. Additionally:

 

·The U.S. Census Bureau has reported the average Indian American family annual income at $60,000 as against the national average of $38,885. It is estimated that the annual buying power of Indian Americans stands at $25 billion.
·One in every nine Indians in the U.S. is a millionaire, comprising 10% of U.S. millionaires. Source: 2003 Merrill Lynch SA Market Study

This is a large market for Wedding Services including Matrimony and Turn Key Wedding Event Management Services in the U.S. Over the last couple of years around 30% of KM’s Wedding Services (Athithi) revenues are generated out of the customers who are based out of the U.S.

 

Further, KM plans to launch a special web-based service for U.S. Indians to match U.S. resident Indians to those in India to find the right life partner.

 

Since 2011, KM’s ties with the U.S. have increased substantially. KM’s management team visited and met with various South Indian groups and associations across the length and breadth of the U.S. and has created close relationship with these groups/associations. KM has established relationships with a large number of associations from across the U.S. including the following:

 

·Federation of Tamil Sangams of North America (FeTNA)
·Tamil Sangam of Greater Washington
·Tamil Association of Greater Delaware Valley
·Connecticut Tamil Sangam
·Las Vegas Tamil Sangam
·Boston Thamil Association
·Muthamizh Sangam of Central Florida
·Kentucky Tamil Sangam
·Greater Atlanta Tamil Sangam (GATS)
·New Jersey Tamil Arts and Cultural Society (NJTACS)
·Chicago Tamil Sangam
·Austin Tamizh Sangam
·Tamil Sangam - Michigan
·Minnesota Tamil Sangam (MNTS)
·Richmond Tamil Sangam
·Lexington Tamil Cultural Association
·Alabama Tamil Sangam
·New England Tamil Sangam
·Tampa Tamil Association
·The Tamil Association of Colorado
·Arkansas Tamil Sangam
·Harrisburg Area Tamil Sangam
·Bharati Tamil Sangam Fremont, CA

 

25
 

In October 2013, we filmed our Sun TV television program in six locations throughout the United States, including New York, Connecticut, New Jersey, San Jose, Dallas and Houston. These episodes will assist in our launch throughout the United States.

 

KM plans to expand its presence in the U.S. and focus on being a market leader in providing “Turn Key Wedding Management Services” for conducting weddings in India. With an already strong brand presence among the target population, KM intends to invest further in local presence, marketing and service offering. With the launch of KM Wedding Halls, which suits the infrastructure requirements expected by those who are used to American comforts, coupled with the brand, experience and local presence and marketing, KM expects to have over 50-60% of its revenues servicing this market in the coming years. Further, Thematic Weddings are popular among the Indian population settled in the U.S., accordingly, KM will focus on providing such weddings, which KM believes will provide higher revenue and also brand positioning among the community.

 

Our key objectives for the U.S. market include the following:

 

·The launch of Matrimony services website focused on U.S. Indians;
·Shooting KM Sun TV Program across various cities in the U.S.;
·Starting a local presence to expand the ‘Turn Key Wedding Event Management Service’ for the South Indian Community conducting weddings in India; and
·Becoming a solution provider for U.S. residents looking at concept weddings in India.

 

Competition

 

Being an unorganized industry, the industry consists of a wide spectrum of service providers. Each service provider focuses on one or a few services required for a wedding. Hence, there are not many organized players who focus on a wide range of services similar to the services offered by KM.

 

There are various wedding halls, which enable the customers to identify wedding contractors. Similarly, the wedding contractors who are mainly focusing on providing food for the occasion also enable arrangement of other logistic support including decoration, flowers, etc. Another category that is being used is the star hotels for a “reception” for a wedding, which covers all the requirements. This generally covers the hall (banquet hall), food, decorations, services, etc.

 

A comparison chart across various organized players and major categories of players is as follows:

 

Name Matrimony Wedding Planning Event Management Event Infra
KM Strong Medium Strong Medium
Bharat Matrimony Strong No No No
Shaadi.com Strong No No No
Times matrimony Strong No No No
Event Managers No No Strong No
Wedding Halls No No No Strong

 

Thus, while there is competition in each of the segments, the focus of KM is to provide a wide range of services from matrimony to event infrastructure and event management will create a new benchmark for an organized and comprehensive service provider in this industry.

26
 

 

Government Regulations

 

We are subject to a number of U.S. federal and state, and foreign laws and regulations that affect companies conducting business on the Internet, many of which are still evolving and being tested in courts, and could be interpreted in ways that could harm our business. These may involve user privacy, rights of publicity, data protection, content, intellectual property, distribution, electronic contracts and other communications, competition and consumer protection. In particular, we are subject to federal, state, and foreign laws regarding privacy and protection of user data. Foreign data protection, privacy, and other laws and regulations are often more restrictive than those in the United States. U.S. federal and state and foreign laws and regulations are constantly evolving and can be subject to significant change. In addition, the application and interpretation of these laws and regulations are often uncertain, particularly in the new and rapidly-evolving industry in which we operate. There are also a number of legislative proposals pending before the U.S. Congress, various state legislative bodies, and foreign governments concerning data protection, which could affect our business.

 

As can be expected with any revolutionary change in the landscape of global computing, certain legal issues arise. Laws and regulations directly applicable to Internet communications, e-commerce and advertising are becoming more prevalent and due to the increasing popularity and use of the Internet, it is likely that additional laws and regulations will be adopted.  Compliance with these laws and regulations may involve significant costs or require changes in business practices that result in reduced revenue. Noncompliance could result in penalties being imposed on our Company, or an order that we stop the alleged noncompliant activity, either of which would substantially harm our business.

 

Further, there are a number of legislative proposals pending before the U.S. Congress, various state legislative bodies and foreign governments concerning data protection and many states have passed laws that require notifications to be sent to customers when there is a security breach of personal data. The interpretation and application of current laws regarding data protection are still uncertain and in flux. It is possible that these laws may be interpreted and applied in a manner that is inconsistent with our data practices. If so, in addition to the possibility of fines, this could result in an order requiring that we change our data and disclosure practices, which could have an adverse effect on our business. Complying with these various laws could cause us to incur substantial costs or require us to change our business practices in a manner adverse to our business.

 

Intellectual Property

 

Pursuant to the acquisition of Unique Marriage Services on 29th November 2012, KM owns the Intellectual property, comprising of wedding design, catering knowhow, talent pool, skilled labor, vendor supply chain network, wedding hall owner’s network, sourcing strategy, proprietary recipe of signature dishes, etc. Additionally, the company has secured the website domain name www.kmmatrimony.com. We plan to apply for trademark protection in the United States of the brand KM. We may later seek patent protection in the United States of the technologies that drive our services.  Securing these protections will be material to our business as it will raise awareness of our brand and services and protect our ideas from use by other companies with a similar business model.  

 

Companies in the Internet, technology, and media industries own large numbers of patents, copyrights, trademarks, and trade secrets and frequently enter into litigation based on allegations of infringement, misappropriation, or other violations of intellectual property or other rights. We intend to protect our future intellectual property rights by relying on federal, state and common law rights, as well as contractual restrictions. We hope to control access to our proprietary information by entering into confidentiality agreements with our employees, consultants or any third parties we may engage.

    

Employees and Consultants

 

As of the date of this Offering, the Company has approximately 81 full-time employees, 7 part-time employees and 2 consultants that operate as independent contractors. We intend to increase the number of our employees and consultants to meet our needs as the Company grows.

 

Legal Proceedings

 

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our directors, officers or any affiliates, or any registered or beneficial shareholder is an adverse party or has a material interest adverse to our interest.

27
 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

THE FOLLOWING DISCUSSION AND ANALYSIS SHOULD BE READ TOGETHER WITH THE CONSOLIDATED FINANCIAL STATEMENTS OF KM WEDDING EVENTS MANAGEMENT, INC. AND THE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS INCLUDED ELSEWHERE IN THIS REGISTRATION STATEMENT ON FORM S-1.

 

PERIOD ENDED JUNE 30, 2013

 

Results of Operations

 

For the period from April 1, 2013 to June 30, 2013, the Company earned $304,955 in revenues and incurred $364,643 of operating expenses, which included $0 of general expenditures for incorporation and start-up costs, and $ 35,000 in professional fees relating to legal, accounting, and audit services relating to the Company’s SEC registration process.

 

For the period from April 1, 2013 to June 30, 2013, the Company had a net loss of $68,911 and a loss per share of $0.001. In addition to operating expenses, the Company also incurred $18,555 expense relating to the depreciation and finance charges.

 

Liquidity and Capital Resources

 

At June 30, 2013, the Company had cash and total assets of $1,558.873, which was derived from Fresh Equity Infusion of $477,600, Short and Long Term Debts & Borrowings, and Extension of Credit Period by Creditors. At March 31, 2013, the Company had total liabilities of $962,422 comprised of $145,331 of accounts payable and accrued liabilities relating to accrued interest expense, unpaid professional fees, and unpaid general expenditures.

 

Cashflows from Operating Activities

 

During the period from April 1, 2013 to June 30, 2013, the Company used cash of $273,894 for operating activities.

 

Cashflows from Investing Activities

 

During the period from April 1, 2013 to June 30, 2013, the Company used cash of $231,555 for investing activities.

 

Cashflows from Financing Activities

 

During the period from April 1, 2013 to June 30, 2013, the Company obtained cash of $171,513 from financing activities relating to the use of cash to Investing and Operating activities.

 

At June 30, 2013, the Company will require additional financing from this Offering through the issuance of equity or debt, or through obtaining a credit facility, to execute its plan of operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Brief Disclosure of Long Term Contractual Obligations

 

As on June 30, 2013, the Company has Long Term Debts in the form of Secured Loans against the respective assets/by way of assignment of the trade receivables of the Company and Capital Lease obligations secured against respective assets. The Total Long Term Debts as at 31 March 2013 is $ 66,587 and repayable in a period of five years as under:

 
Less Than One Year $ 16,559
One to Three Years $ 33,483
More than Three Years $ 16,545

 

YEAR ENDED MARCH 31, 2013

 

Results of Operations

 

For the period from October 24, 2012 (date of inception) to March 31, 2013, the Company (on a consolidated base including the performance of its subsidiary KM Matrimony Private Ltd. through the year April 1, 2012 to March 31, 2013), earned $1,436,632 in revenues and incurred $1,668,749 of operating expenses, which included $238,000 of general expenditures for incorporation and start-up costs, and $28,000 in professional fees relating to legal, accounting, and audit services relating to the Company’s SEC registration process.

28
 

 

For the period from October 24, 2012 (date of inception) to March 31, 2013, the Company had a net loss of $278,938 and a loss per share of $ 0.007. In addition to operating expenses, the Company also incurred $68,134 expense relating to the depreciation and finance charges.

 

Subsequent to the period ended March 31, 2013, up to June 30, 2013 the Company earned $304,955 in revenues and incurred $356,368 of operating expenses, which included $0 of general expenditures for incorporation and start-up costs, and $35,000 in professional fees relating to legal, accounting, and audit services relating to the Company’s SEC registration process.

 

Liquidity and Capital Resources

 

At March 31, 2013, the Company had cash and total assets of $842,498, which was derived from Fresh Equity Infusion of $553,562, Short and Long Term Debts & Borrowings, and Extension of Credit Period by Creditors. At March 31, 2013, the Company had total liabilities of $1,120,891 comprised of $182,970 of accounts payable and accrued liabilities relating to accrued interest expense, unpaid professional fees, and unpaid general expenditures.

 

Cashflows from Operating Activities

 

During the period from October 24, 2012 (date of inception) to March 31, 2013, the Company used cash of $91,055 for operating activities.

 

Cashflows from Investing Activities

 

During the period from October 24, 2012 (date of inception) to March 31, 2013, the Company used cash of $33,460 for investing activities.

 

Cashflows from Financing Activities

 

During the period from October 24, 2012 (date of inception) to March 31, 2013, the Company obtained cash of $477,927 from financing activities relating to the use of cash to Investing and Operating activities.

 

At March 31, 2013, the Company will require additional financing from this Offering through the issuance of equity or debt, or through obtaining a credit facility, to execute its plan of operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Brief Disclosure of Long Term Contractual Obligations

 

As on 31st March 2013, the Company has Long Term Debts in the form of Secured Loans against the respective assets/by way of assignment of the trade receivables of the Company and Capital Lease obligations secured against respective assets. The Total Long Term Debts as at 31 March 2013 is $ 78,246 and repayable in a period of five years as under:

 
Less Than One Year $ 23,630
One to Three Years $ 36,553
More than Three Years $ 18,063

 

GENERAL DISCUSSION

 

The successful implementation of our business plan is dependent upon receiving sufficient funds from this Offering and/or additional funding from management, the issuance of equity or debt, or through obtaining a credit facility. Substantial expenditures will be required to enable the Company to scale up its operations and quality of services. While the Company believes that if all shares offered hereunder are sold, the net proceeds should be sufficient to permit the Company to continue operations and meet its capital requirements for approximately twelve (12) months, it is anticipated that the Company may need to raise additional capital to maintain operations, facilitate future growth and support its long-term growth initiatives. In addition, if not all of the shares offered hereunder are sold, the Company will need to obtain substantial additional funds much sooner, and possibly within twelve (12) months after this Offering, to grow and expand its operations. The Company’s established bank-financing arrangements will not be adequate. Therefore, it is likely that the Company would need to seek additional financing through subsequent future private sales of its debt or equity securities to fund its growth plans.

 

There can be no assurance, however, that such efforts can generate availability of additional funds when needed, or on terms acceptable to the Company, if at all. Any such additional financing may result in significant dilution to existing stockholders. If adequate funds are not available, the Company may be required to curtail its expansion plans, which will adversely affect its revenue and profitability.

29
 

 

As of effectiveness of our registration statement of which this prospectus is a part, the Company will not become a fully reporting company, but rather, will be subject to the reporting requirements of Section 15(d) of the Securities Exchange Act of 1934. We will be required to file periodic reports with the SEC which will be immediately available to the public for inspection and copying (see “Where You Can Find More Information” elsewhere in this prospectus). Except during the year that our registration statement becomes effective, these reporting obligations may be automatically suspended under Section 15(d) if we have less than 300 shareholders. If this occurs after the year in which our registration statement becomes effective, we will no longer be obligated to file periodic reports with the SEC and your access to our business information would then be even more restricted; however, that filing obligation will generally apply even if our reporting obligations have been suspended automatically under section 15(d) of the Exchange Act prior to the due date for the Form 10-K. After that fiscal year and provided the Company has less than 300 shareholders, the Company is not required to file these reports. If the reports are not filed, the investors will have reduced visibility as to the Company and its financial condition.

 

In addition, as a filer subject to Section 15(d) of the Exchange Act, the Company is not required to prepare proxy or information statements, and our common stock will not be subject to the protection of the ongoing private regulations. Additionally, the Company will be subject to only limited portions of the tender offer rules, and our officers, directors, and more than ten (10%) percent shareholders are not required to file beneficial ownership reports about their holdings in our Company, and will not be subject to the short-swing profit recovery provisions of the Exchange Act. Further, more than five percent (5%) holders of classes of our equity securities will not be required to report information about their ownership positions in the securities. This means that your access to information regarding our business will be limited.

 

As a reporting company under the Exchange Act, we are required to comply with the internal control evaluation and certification requirements of Section 404 of the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting, starting with the second annual report that we file with the SEC after the consummation of this Offering. In connection with the implementation of the necessary procedures and practices related to internal control over financial reporting, we may identify deficiencies that we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. We will be unable to issue securities in the public markets through the use of a shelf registration statement if we are not in compliance with Section 404. Furthermore, failure to achieve and maintain an effective internal control environment could have a material adverse effect on our business and share price and could limit our ability to report our financial results accurately and timely.

 

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. A complete summary of these policies is included in the Notes to our audited 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.

 

Recently Issued Accounting Pronouncements

 

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

Off-Balance Sheet Arrangements

 

We have no 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.

30
 

 

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

 

The following table sets forth the names and ages of our current director(s) and executive officer(s), the principal offices and positions held by each person and the date such person became a director and/or executive officer. Our Board of Directors appoints our executive officers who serve at the pleasure of the Board. Our directors serve until the earlier occurrence of the election of his or her successor at the next meeting of shareholders, death, resignation or removal by the Board of Directors.

 

Name Age Position
V. Venkatesan alias Mohan 62 Chairman and Founder
Meera Nagarajan 50 Managing Director and CEO
V.Vijaya Bhaskar 37 Director of Technologies and Operations

 

V. Venkatesan alias Mohan V. Venkatesan is the founding member of KM and brings over 30 years of experience in the Matrimonial, Wedding event management business. He is responsible for marketing and brand building for the company. He has produced various tele-serials/documentaries related to Indian Culture & Practice.

 

Meera Nagarajan Meera is the co-founder and Managing Director/CEO of KM and she is responsible for overall management. She is also the editor of Kalyanamalai fortnightly magazine owned by KM. She holds Masters Degrees in Public Administration & Economics. She is also a Writer & Director for various TV programs including ‘Festivals of India’ a Multi lingual program, telecast in over 10 countries across the globe.

 

V.Vijaya Bhaskar Vijaya Bhaskar is the Director of Technologies and Operations and he handles the online portal (www.kmmatrimony.com). He also manages a team which provides solutions to the website, magazine, ground events and any other activity. He holds Bachelor Degree in Computer Science.

 

Involvement in Certain Legal Proceedings

 

During the past ten years no director, executive officer, promoter or control person of the Company has been involved in the following:

 

(1) A petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

 

(2) Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

 

(3) Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

 

i.Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

 

ii.Engaging in any type of business practice; or

 

iii.Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

 

(4) Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

 

(5) Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

 

(6) Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

 

31
 

(7) Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

 

i.Any Federal or State securities or commodities law or regulation; or

 

ii.Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

 

iii.Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 

(8) Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

EXECUTIVE COMPENSATION

 

Summary Compensation Table. The table set forth below summarizes the annual and long-term compensation payable to our officer(s) and director(s) for the fiscal year ended March 31, 2013 for services. Our Board of Directors may adopt an incentive stock option plan for our executive officers that would result in additional compensation.

 

Name  Title  Year 

Salary

($)

 

Bonus

($)

 

Stock

Awards

($)

 

Option

Awards

($)

 

Non-Equity

Incentive Plan

Compensation

($)

 

Nonqualified

Deferred

Compensation

Earnings

($)

 

All other

Compensation

($)

 

Total

($)

V. Venkatesan alias Mohan(1)  Chairman and Founder   2013    15,416    0    0    0    0    0    0    15,416 
Meera Nagarajan(2)  Managing Director and CEO   2013    15,416    0    0    0    0    0    0    15,416 
V.Vijaya Bhaskar (3)  Director of Technologies and Operations   2013    15,416    0    0    0    0    0    0    15,416 

 

 

Narrative Disclosure to Summary Compensation Table

 

There are no employment contracts, compensatory plans or arrangements, including payments to be received from the Company with respect to any executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with the Company, or its subsidiaries, any change in control, or a change in the person’s responsibilities following a change in control of the Company.

 

Outstanding Equity Awards at Fiscal Year-End

 

There are no current outstanding equity awards to our executive officers as of March 31, 2013.  

 

Long-Term Incentive Plans

 

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.

 

Compensation Committee

 

We currently do not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.

 

Compensation of Directors

 

The compensation paid to our directors for their services on the Board of Directors of the Company is set forth above in the Summary Compensation Table.

32
 

  

Security Holders Recommendations to Board of Directors

 

Shareholders can direct communications to our Chief Executive Officer, at our executive offices. However, while we appreciate all comments from shareholders, we may not be able to individually respond to all communications. We attempt to address shareholder questions and concerns in our press releases and documents filed with the SEC so that all shareholders have access to information about us at the same time. Mr. Mohan collects and evaluates all shareholder communications. All communications addressed to our directors and executive officers will be reviewed by those parties unless the communication is clearly frivolous.

 

Director Independence

 

Our board of directors is currently composed of two members who do not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the director with regard to his business and personal activities and relationships as they may relate to the Company and our management.

 

Committees

 

We do not currently have an audit, compensation or nominating committee.

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth certain information at November 18, 2013 with respect to the beneficial ownership of shares of Common Stock by (i) each person known to us who owns beneficially more than 5% of the outstanding shares of Common Stock (based upon reports which have been filed and other information known to us), (ii) each of our Directors, (iii) each of our Executive Officers and (iv) all of our Executive Officers and Directors as a group. Unless otherwise indicated, each stockholder has sole voting and investment power with respect to the shares shown. As of November 18, 2013, we had 41,646,160 shares of Common Stock issued and outstanding.

 

Title of class  

Name and address of

beneficial owner

  Amount and Nature of Beneficial Ownership   Percentage of Common Stock (1)
Common Stock   V. Venkatesan alias Mohan   16,200,000   38.899%
Common Stock   Meera Nagarajan   5,400,000   12.966%
Common Stock   V.Vijaya Bhaskar   1,350,000   3.242%
Officers and Directors as a Group (3) 22,950,000   55.107%
Common Stock   Unifina Capital Partners LP   6,000,000   14.407%

 

(1) Under Rule 13d-3 promulgated under the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

 

We are not aware of any arrangements that could result in a change of control.

 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

On February 14, 2013, KM entered into a Stock Purchase Agreement with KM Matrimony Pvt Ltd, a company incorporated under the Companies Act, 1956, of India (“KM India”), pursuant to which KM shall purchase up to ten million (10,000,000) shares of KM India’s common stock at a price of 11 Indian Rupees ($0.21 USD) per share for an aggregate purchase price of up to two million one hundred thousand dollars ($2,100,000 USD) dollars.

33
 

 

On February 14, 2013, KM entered into a Stock Purchase Agreement, pursuant to which KM shall purchase Three Million One Hundred and Fifty Thousand (3,150,000) shares of KM India’s common stock from Mr. Venkatesan Vaidhyanathan, Mrs. Meera Ngarajan, Mr. Sridhar Kalyanasundaram, Mr. Vijaya Bhaskar Venkatesan and Mrs. Nithya Vijaya Baskar payable in two tranches as follows:

 

(i) Tranche A: One Million One Hundred and Fifty Thousand (1,150,000) shares of KM India’s common stock at a purchase price of 11 Indian Rupees ($0.21 USD) per share (“Tranche A”); and

(ii) Tranche B: Two Million (2,000,000) shares of KM India’s common stock at a purchase price equal to the fair market value of KM India’s shares at the time of purchase (“Tranche B”).

Other than the foregoing, none of the following persons has any direct or indirect material interest in any transaction to which we were or are a party since the beginning of our last fiscal year, or in any proposed transaction to which we propose to be a party:

 

 (A)any of our director(s) or executive officer(s);
 (B)any nominee for election as one of our directors;
(C)any person who is known by us to beneficially own, directly or indirectly, shares carrying more than 5% of the voting rights attached to our Common Stock; or
(D)any member of the immediate family (including spouse, parents, children, siblings and in-laws) of any of the foregoing persons named in paragraph (A), (B) or (C) above.

 

LEGAL MATTERS

 

The validity of the shares sold by us under this prospectus will be passed upon for us by Zouvas Law Group, P.C. in San Diego, California.

 

EXPERTS

 

Manohar, Chowdhry & Associates, our independent registered public accountant, has audited our financial statements included in this prospectus and Registration Statement to the extent and for the periods set forth in their audit report. Manohar, Chowdhry & Associates has presented its report with respect to our audited financial statements.

34
 

 

COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

 

Our Certificate of Incorporation provides that we shall indemnify our directors and officers to the fullest extent permitted by Delaware law and that none of our directors will be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability:

 

  • for any breach of the director’s duty of loyalty to the Company or its stockholders;
  • for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of the law;
  • under Delaware law for the unlawful payment of dividends; or
  • for any transaction from which the director derives an improper personal benefit.

These provisions require us to indemnify our directors and officers unless restricted by Delaware law and eliminate our rights and those of our stockholders to recover monetary damages from a director for breach of his or her fiduciary duty of care as a director except in the situations described above. The limitations summarized above, however, do not affect our ability or that of our stockholders to seek non-monetary remedies, such as an injunction or rescission, against a director for breach of his fiduciary duty.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

  

WHERE YOU CAN FIND MORE INFORMATION

 

We have filed with the SEC a Registration Statement on Form S-1 under the Securities Act, and the rules and regulations promulgated thereunder, with respect to the Common Stock offered hereby. This prospectus, which constitutes a part of the Registration Statement, does not contain all of the information set forth in the Registration Statement and the exhibits thereto. While we have summarized the material terms of all agreements and exhibits included in the scope of this Registration Statement, for further information regarding the terms and conditions of any exhibit, reference is made to such exhibits.   Upon effectiveness of this prospectus, we will be subject to the reporting and other requirements of Section 15(d) of the Securities Exchange Act of 1934 and will file periodic reports with the Securities and Exchange Commission.  We will make available to our shareholders annual reports containing financial statements audited by our independent auditors and our quarterly reports containing unaudited financial statements for each of the first three quarters of each year; however, we will not send the annual report to our shareholders unless requested by an individual shareholder.

 

For further information with respect to us and the Common Stock, reference is hereby made to this Registration Statement and the exhibits thereto, which may be inspected and copied at the principal office of the SEC, 100 F Street NE, Washington, D.C. 20549, and copies of all or any part thereof may be obtained at prescribed rates from the SEC’s Public Reference Section at such addresses. Also, the SEC maintains a World Wide Web site on the Internet at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. To request such materials, please contact Ms. Meera Nagarajan, our Managing Director and Chief Executive Officer.

35
 

  

KM WEDDING EVENTS MANAGEMENT, INC.

(A Development Stage Company)

 

Consolidated Financial Statements

 

For the year ended March 31, 2013

 

 

 

Index Page
Report of Independent Registered Public Accounting Firm 37
Consolidated Balance Sheet as at March 31, 2013 38
Consolidated Statements of Income for the period ended March 31, 2013 39
Consolidated Statement of Changes in Equity 40
Consolidated Statement of Cash Flows for the period ended March 31, 2013 41
Notes to the Consolidated Financial Statements 42

36
 

 

 

 

37
 

 

KM Wedding Events Management, Inc
Consolidated Balance Sheet as at March 31, 2013
(in US Dollars $ unless otherwise stated)
     As at March 31,
   Notes 2013
ASSETS       
Current assets:       
Cash and cash equivalents  4 $374,598 
Accounts receivable, net  5  84,738 
Other current assets  6  220,804 
Total current assets     680,140 
        
Non-current assets:       
Property, plant and equipment, net  7  115,421 
Intangible assets, net  8  4,495 
Film costs  24  579 
Other non-current assets  9  41,863 
Total non-current assets     162,358 
Total assets     842,498 
        
LIABILITIES AND SHAREHOLDERS' EQUITY       
Current Liabilities:       
Accounts payable and accrued liabilities  10 $182,970 
Income tax and other statutory liabilities  11  117,579 
Short-term loans & current portion of long term debt  12  471,163 
Other current liabilities  13  250,995 
Total current liabilities     1,022,707 
        
Non-current liabilities:       
Long-term debt  12  54,616 
Deferred tax liabilities  14  26,769 
Other non-current liabilities  15  16,799 
Total non-current liabilities     98,184 
        
Equity:       
Common stock  16 $39,246 
Additional paid-in-Capital     553,562 
Accumulated deficit     (268,635)
Equity Attributable to equity holders of the company     324,173 
Non-Controlling Interest     (602,566)
Total equity     (278,393)
        
Total liabilities and equity    $842,498 

 

The accompanying notes are an integral part to these financial statements.

38
 

 

KM Wedding Events Management, Inc
Consolidated Statements of Income for the period ended March 31, 2013
(in US Dollars $ unless otherwise stated)
         For the period ended 
      Notes  March 31, 2013 
           
Revenues          
Matrimonial service income     17 $1,079,119 
Wedding catering service income        357,513 
Total        1,436,632 
           
Costs and expenses          
Matrimonial service expenses     18 $591,958 
Wedding catering service expenses        261,988 
Personnel costs        311,451 
General and administrative expenses     19  472,105 
Depreciation and amortization        31,247 
Total        1,668,749 
           
Operating Income / (loss)        (232,117)
           
Other income / (expenses)          
Loss on sale of Property Plant & Equipment       $(291)
Finance charges        (36,887)
Total other income / (expenses), net        (37,178)
           
Income / (loss) before income tax expense        (269,295)
Income taxes          
Deferred tax (expense) / benefit        (9,643)
           
Net income / (loss)       $(278,938)
           
Attributable to:          
Equity holders of the company        (268,635)
Non-controlling interest        (10,303)
Net income / (loss)       $(278,938)
           
Earnings / (loss) per share - basic and diluted     20  (0.007)
           
           

 

The accompanying notes are an integral part to these financial statements.

39
 

 

KM Wedding Events Management, Inc          
Consolidated Statement of Changes in Equity          
(in US Dollars $ unless otherwise stated)          

 

                      
   Number of shares  Common stock  Additional  Paid-in-capital  Accumulated deficit  Equity Attributable to equity holders of the company  Non - controlling interest  Total Equity
Equity   39,246,160   $39,246   $553,562    Nil   $592,808   $(592,263)  $545 
                                    
Net income / (loss) for the year   Nil    Nil    Nil    (268,635)   (268,635)   (10,303)   (278,938)
                                    
As at March 31, 2013   39,246,160   $39,246   $553,562    (268,635)  $324,173   $(602,566)  $(278,393)
                                    

 

The accompanying notes are an integral part to these financial statements.

40
 

 

KM Wedding Events Management, Inc  
Consolidated Statement of Cash Flows for the period ended March 31, 2013  
(in US Dollars $ unless otherwise stated)  

 

    
   For the period ended
   March 31, 2013
      
Cash flows from operating activities     
Net income / (loss)  $(278,938)
      
Adjustments to reconcile net income to net cash     
provided by operating activities     
Depreciation and amortization  $31,247 
Deferred tax expense / (benefit)   9,643 
Loss on disposal of property, plant and equipment   291 
Amortization of film costs   774 
      
Changes in operating assets and liabilities     
(Increase) / decrease in short term investments  $134,495 
(Increase) / decrease in accounts receivables   (67,611)
(Increase) in other current assets   (39,737)
(Increase) in film costs   (579)
(Increase) in other non-current assets   (11,884)
Increase in accounts payable   78,028 
Increase in income tax and other statutory liabilities   54,124 
Increase / (decrease) in other current liabilities   (3,021)
Increase / (decrease) in other non-current liabilities   2,113 
Net cash provided by (used in) operating activities   (91,055)
      
Cash flows from investing activities     
Additions to property, plant and equipment  $(37,128)
Proceeds from disposal of property, plant and equipment   3,668 
Net cash issued in investing activities   (33,460)
      
Cash flows from financing activities     
Proceeds from short term debts  $131,994 
Proceeds from issue of Equity Shares   592,808 
Proceeds from / (repayment of) long term debts   (246,875)
Net cash provided by (used in) financing activities   477,927 
      
Net increase in cash and cash equivalents  $353,412 
Cash and cash equivalents, beginning of period   21,186 
Cash and cash equivalents, end of period  $374,598 
Supplementary disclosures of cash flow information     
Cash paid during the year for:     
Interest paid  36,887 
Income taxes paid   4,113 
      
Non-cash items:     
Allotment of common stock  $33,000 
      

 

The accompanying notes are an integral part to these financial statements.

41
 

 

KM Wedding Events Management, Inc
Notes to the Consolidated Financial Statements
(in US Dollars $ unless otherwise stated)

 

1. General              
  KM Wedding Events Management, Inc ("the Company") was incorporated on October 24, 2012 in the state of Delaware, United States of America.
   
  The Company is a leading service provider in the matrimonial industry and recently entered in to wedding event management and allied services segments including wedding catering services in Tamil Nadu, India. With the addition of wedding services, which focuses on the higher end of the value chain in the wedding industry, the Company is able to service the customers already using KM for the matrimonial service. The Company became one of the earliest entrants in the industry to provide an integrated wedding service in Tamil Nadu, India.

 

 

2. Significant Accounting Policies            
                 
a. Basis of Consolidation              
                 
  The Company has a contractual management relationship with KM Matrimony Private Limited, India based on the agreement with the latter and an agreement entered with the Shareholders of KM Matrimony Private Limited, India on February 14, 2013.
                 
b. Form and Content of the Consolidated Financial Statements
   
  The Company maintains its books and records in accordance with generally accepted accounting policies in USA (“US GAAP”). The accompanying financial statements were derived from the Company’s statutory books and records. The financial statements are presented in US Dollars ($), the national currency of USA.
   
  Subsequent events have been evaluated through August 31, 2013, the date these financial statements are available to be issued.
                 
c. Management Estimates        
           
  The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as well as the amounts of revenues and expenses recognized during the period. Management believes it has a reasonable and appropriate basis for its judgment pertaining to its estimates and assumptions. However, actual results could differ from those estimates.
   
d. Cash and Cash Equivalents        
           
  Cash represents cash on hand and in the Company’s bank accounts and interest bearing deposits which can be effectively withdrawn at any time without prior notice or penalties reducing the principal amount of the deposit. Cash equivalents are highly liquid, short-term investments that are readily convertible to known amounts of cash and have original maturities of three months or less from their date of purchase.
                 
e. Loans and Accounts Receivable        
           
  Loans and accounts receivable are stated at their principal amounts outstanding net of loan losses and allowances for doubtful debts. The accounts receivable are unsecured and the allowance for doubtful debts are established at amounts considered to be appropriate based primarily upon past credit loss experience with the customers and an evaluation of potential losses on the outstanding receivable balances.
                 
f. Inventories        
           
  Inventories are valued at lower of cost and net realizable value. Cost is determined using weighted average method.
                 
g. Property, Plant and Equipment        
           
  Property, plant and equipment are stated at historical cost, net of accumulated depreciation. The cost of maintenance, repairs, and replacement of minor items of property is charged to operating expenses. Renewals and betterments of assets are capitalized.
   
  Upon sale or retirement of property, plant and equipment, the cost and related accumulated depreciation are eliminated from the accounts. Any resulting gains or losses are included in the statement of income. All assets are periodically reviewed for possible impairment losses.
                 
h. Intangible assets        
           
  Intangible assets acquired separately are measured at cost of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and impairment losses, if any.
                 
i. Depreciation and Amortization        
           
  Depreciation with respect to property, plant and equipment and amortization with respect to amortizable intangible assets is computed using the straight line method over the estimated useful lives.
   
 

Depreciation and amortization rates are applied to groups of assets with similar economic characteristics, as shown below:

 

42
 

Asset Group  Estimated Useful Life
Property, Plant and equipment   
Vehicles  11 years
Computers & peripherals  6 years
Furniture and Fixtures  10 years
Office Equipment  7 years
Leasehold improvements  10 years
Intangible assets   
Software  6 years

 

j. Income Taxes        
           
  The major tax jurisdictions for the company are India and the United States of America. The Company offsets current tax assets and current tax liabilities, where it has legally enforceable right to set off the recognized amounts and where it intends either to settle on a net basis.
   
  Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of assets and liabilities and their respective tax bases, operating loss carry forwards and tax credits. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance for a deferred tax asset is recorded when management believes that it is more likely than not that this tax asset will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income in the period of change.
   
  The Company accounts for interest and penalties in the statement of income as interest expense and other expenses respectively.
                 
k. Employee Benefits        
           
  Provident fund (Defined Contribution Plan)        
           
  In accordance with Indian law, all employees are entitled to receive benefits under the provident fund scheme, which is a defined contribution plan. Both the employee and the employer make monthly contributions to the plan at a predetermined rate (presently 12.0%) of the employees' basic salary. The Company has no further obligations under the plan beyond its monthly contributions. These contributions are made to fund administered and managed by the Government of India. The monthly contributions are charged to income in the period it is incurred.
                 
  Employees state insurance fund (Defined Contribution Plan)    
       
  In addition to the above benefit, all employees who are drawing gross salary of less than ` 15,000 per month are entitled to receive benefit under employee state insurance fund scheme. The employer makes contribution to the scheme at a predetermined rate (presently 4.75%) of employee's gross salary to the ESI Corporation.  There no further obligations under the scheme beyond its monthly contributions. The monthly contributions are charged to income in the year it is incurred.
                 
  Gratuity plan (Defined Benefit Plan)          
             
  In addition to the above benefits, the Company provides for a gratuity obligation, a defined benefit retirement plan (the "Gratuity Plan") covering all its employees in India. The Gratuity Plan provides a lump sum payment to vested employees at retirement or termination of employment based on the respective employee's salary, and the years of employment with the Company. The Company provides for the Gratuity Plan on the basis of actuarial valuation. This defined benefit plan is unfunded as on the date of these financial statements. Net periodic gratuity cost is recorded in the Statements of Income and includes service cost, interest cost and actuarial gains/losses.
                 
l. Revenue Recognition        
           
  Revenue from services are recognized over the period the service is contracted to be rendered. Advance amounts received from customers against billings for the period of service yet to be rendered on time proportion basis is disclosed as 'unearned revenues'.
   
  Revenue from products are recognized when the significant risks and rewards of ownership have transferred to the buyer.
   
  All revenues are recognized only when collectability of the resulting receivable is reasonably assured, and are reported net of discounts and service taxes.
                 
m. Revenues and costs - Filmed Entertainment        
           
  Television series are initially produced for television networks and may be subsequently licensed for foreign or domestic cable. The Company has not entered into secondary market transactions for the television series it produces. Revenues from distribution or exploitation of the television series in the initial market are recognized as revenues when (i) an arrangement has been signed with a customer, (ii) the customer’s right to use or otherwise exploit the intellectual property has commenced and there is no requirement for significant continued performance by the Company, (iii) arrangement fees are either fixed or determinable and (iv) collectability of the fees is reasonably assured.
   
  Film costs include the unamortized cost of completed television episodes and television series in production. Film costs are stated at the lower of cost, less accumulated amortization, or fair value. The amount of capitalized film costs for a given period is determined using the individual film-forecast-computation method. Under this method, the amortization of capitalized costs is based on the proportion of the film’s actual revenues recognized for such period to the film’s estimated remaining unrecognized ultimate revenues. All exploitation costs of the company are expensed as incurred.
                 
  With respect to the "Kalyanamalai" television series, the fair value of the film (after considering estimated future exploitation costs) is less than its unamortized film costs and hence the Company has written off to the income statement the amount by which the unamortized capitalized costs exceed the fair value.
   
  Revenues earned from and costs incurred in production of the television series have been presented under the heads 'matrimonial service income' and 'matrimonial service expense' in the financial statements.
                 
n. Leasing Agreements        
           
  Capital leases, which transfer to the Company substantially all the risks and benefits incidental to ownership of the leased item, are capitalized at the inception of the lease at the fair value of the leased property or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between the interest charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liabilities. Interest charges are charged directly to the statements of income.
   
  Leases where the lessor retains substantially all the risks and benefits of ownership of the assets are classified as operating leases. Operating lease payments are recognized as an expense in the statements of income on a straight-line basis over the lease term.
                 
o. Earnings per share        
  Basic earnings per share is computed by dividing net income attributable to shareholders by the weighted average number of shares outstanding during the period.
   
  Diluted earnings per share are computed on the basis of the weighted average number of common and dilutive common equivalent shares outstanding during the period except where the results will be anti-dilutive.
                 
p. Accounting for Contingencies        
           
  Certain conditions may exist as of the date of these financial statements which may further result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. Management of the Company makes an assessment of such contingent liabilities which is based on assumptions and is a matter of opinion. In assessing loss contingencies relating to legal or tax proceedings that involve the Company or unasserted claims that may result in such proceedings, the Company, after consultation with legal or tax advisors, evaluates the perceived merits of any legal or tax proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
   
  If the assessment of a contingency indicates that it is probable that a loss will be incurred and the amount of the liability can be estimated, then the estimated liability is accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.
   
  Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed. However, in some instances in which disclosure is not otherwise required, the Company may disclose contingent liabilities or other uncertainties of an unusual nature which, in the judgment of management after consultation with its legal or tax counsel, may be of interest to shareholders or others.

 

43
 

3. As it is the first year of incorporation, there are no corresponding comparable for the balance shown in the financial statements
     

 

 

4. Cash and cash equivalents            
  Cash and cash equivalents as at March 31 comprises of the following:          

 

Particulars  As at March 31, 2013
      
(a) Cash on hand  $44,438 
(b) Balance with banks on current accounts   330,160 
Total  $374,598 

 

44
 

5. Accounts receivable            
  Accounts receivable as at March 31 comprises of the following:          

 

Particulars  As at March 31, 2013
      
(a) Customers (trade)  $84,738 
Total  $84,738 

 

6. Other current assets            
  Other currents assets as at March 31 comprises of the following:          

 

Particulars  As at March 31, 2013
(a) Event advances  $120,873 
(b) Staff advances   6,740 
(c) Advance tax (net of provision for income tax)   7,706 
(d) Loans and advances   85,055 
(e) Prepaid expenses  $430 
Total  $220,804 

 

45
 

7. Property, plant and equipment, net                                
                                           
  Property, plant and equipment as at March 31, 2013 comprises the following:          
                                           
  Particulars Gross
carrying value
Accumulated
depreciation
Net
carrying value
               
  (a) Vehicles        35,864            8,223        27,641
  (b) Computers & Peripherals        82,901          62,571        20,330
  (c) Furniture & Fixtures          9,156            4,461          4,695
  (d) Office Equipment        46,706          20,042        26,664
  (e) Leasehold improvements        67,286          31,195        36,091
               
  Total       241,913        126,492      115,421

 

Leased Property, plant and equipment, net                            
                                           
The following is the analysis of property, plant and equipment under capital leases as at March 31 included within property, plant and equipment, net  
 

 

Particulars  As at March 31, 2013
      
Vehicles  $35,864 
Less: accumulated depreciation   (8,223)
Net book value of lease assets  $27,641 

 

Below is the analysis of the repayment of capital lease obligations as at March 31, 2013:

 

Particulars  As at March 31, 2013
        
 2014   $8,288 
 2015    6,693 
 2016    3,503 
 thereafter    1,168 
 Imputed interest    -2,893 
 Present value of capital lease payments   $16,759 

 

The charge to income resulting from depreciation of vehicles is included with depreciation and amortization in statement of income for 2013 amounting to $ 1,884.  
 
Operating leases                      
                         
The total amount of operating lease expenses is as follows:    

Particulars  As at March 31, 2013
      
Lease Expenses  $22,606 

 

46
 

8. Intangible assets, net                                      
                                           
  Intangible assets as at March 31, 2013 comprise the following:                  
                                           
  Particulars Gross
carrying value
Accumulated
amortization
Net
carrying value
               
  (a) Software        29,332          24,837          4,495
  Total        29,332          24,837          4,495

 

The charge to income resulting from amortization of intangible assets is included with depreciation and amortization in statement of income for 2013 amounting to $ 4,135.  
 
                                           
The following represents the estimated aggregate amortization expense for intangible assets subject to amortization as at March 31, 2013:  
 

 

Particulars  As at March 31, 2013
      
2014  $4,495 
2015   Nil 
Thereafter   Nil 
Total amortization expense  $4,495 

 

9. Other non-current assets                      
                           
  Other non-current assets as at March 31 comprises the following:

 

Particulars  As at March 31, 2013
      
(a) Rental Advance  $13,710 
(b) Deposits   7,610 
(c) Software under application development stage   20,543 
Total   $41,863 

 

10 Accounts payable and accrued liabilities                    
                                   
  Accounts payable and accrued liabilities as at March 31 comprises the following:

 

Particulars  As at March 31, 2013
      
(a) Accounts payable  $90,878 
(b) Salary payable   23,376 
(c) Current portion of provision for gratuity   593 
(d) General and administrative expenses payable   68,123 
Total   $182,970 

 

47
 

11 Income tax and other statutory liabilities                    
                                   
  Income tax and other statutory liabilities as at March 31 comprises the following:

 

Particulars  As at March 31, 2013
      
(a) Service tax  $70,868 
(b) Provident fund   11,732 
(c) Employees state insurance   5,299 
(d) Professional tax   2,271 
(e) Tax deducted at source   27,409 
Total  $117,579 

 

12 Short term borrowings and long term debt              
                               
  Short term loans and borrowings as at March 31 comprises the following:

 

Particulars  As at March 31, 2013
      
(a) Bank overdraft 1  $41,715 
(b) Secured loans   75,553 
(c) Unsecured loans from related parties 2, net of advances (refer Note 21)   330,265 
(d) Current portion of long-term debt   23,630 
Total  $471,163 

 

1 The bank overdraft facility is secured by way of hypothecation of trade receivables of the Company and is also guaranteed by the personal guarantees of all the directors of the Company.

 

2 Unsecured loans from related parties are repayable on demand.

 

  Long-term debt as at March 31 comprises the following:
                     

 

Particulars  As at March 31, 2013
      
(a) Secured loans 1  $61,487 
(b) Capital lease obligations 2   16,759 
(c) Current portion of long-term debt   (23,630)
Total  $54,616 

1 The interest rates of these long-term loans range from 11.50 % to 12.50 %. These loans are repayable in monthly installments ranging from 36 months to 60 months. These loans are secured against the respective assets / by way of assignment of trade receivables of the Company.

 

2 Assets acquired under capital lease are secured against the respective assets. 

48
 

 

The scheduled aggregate maturity of long-term debt outstanding as at March 31, 2013 is as follows:

 

Particulars   As at March 31, 2013
         
2014   $ 23,630  
2015     21,826  
2016     14,727  
2017     12,722  
2018     5,341  
thereafter     --  
Total long term debt   $ 78,246  

 

13 Other current liabilities                
                     
  Other current liabilities as at March 31 comprises the following:

 

Particulars  As at March 31, 2013
      
(a) Unearned revenues (i.e. billings in excess of revenue  $250,995 
Total  $250,995 

 

14 Deferred income taxes                                      
                                           
  The components of deferred tax assets and liabilities as at March 31 are as follows:      

 

Particulars  As at March 31, 2013
Deferred tax asset arising from tax effect of:     
Operating losses 1  $204,622 
Deductible temporary differences   3,188 
Minimum alternate tax 2   34,128 
Less: Valuation allowance   (241,938)
Deferred tax asset, net   Nil 
Deferred tax liability arising from tax effect of:     
Property, plant and equipment (non-current)  $26,769 

 

1 Operating losses carried forward for tax purposes of the Company amounted to $ 268,635 for KM Wedding Events Management Inc, USA and $ 307,814 for KM Matrimony Private Limited, India as at March 31, 2013 and are available as an offset against future taxable income of the Company. These operating losses consist of unabsorbed business loss and unabsorbed depreciation. Unabsorbed business loss expire at various dates across 8 years, whereas unabsorbed depreciation has no expiration date as per the provisions of the Indian Income-tax Act, 1961. Unabsorbed business loss expire across 20 years as per the tax laws of the United States of America. Realization is dependent on the Company generating sufficient taxable income prior to expiration of losses carried forward, except with respect to unabsorbed depreciation. A valuation allowance is established attributable to loss carry forwards where, based on available evidence, it is more likely than not that it will not be realized.

 

2 Under the Indian Income-tax Act, 1961, the Company is liable to pay Minimum Alternate Tax (MAT). The excess tax paid as per MAT over and above the regular tax liability can be carried forward for a period of 10 years and can be set off against the future tax liabilities computed under regular tax provisions. However, a valuation allowance is established for such MAT paid by the Company, since based on available evidence, it is more likely than not that it will not be realized. 

49
 

 

         
15 Other non-current liabilities  
         
  Other non-current liabilities as at March 31 comprises the following:

 

Particulars  As at March 31, 2013
      
(a) Trade Deposits  $6,693 
(b) Provision for gratuity   10,106 
Total  $16,799 

 

16 Common Stock                                      
                                           
 

The company has only one class of equity shares having par value of $ 0.001 per share. Each holder of equity shares is entitled to one vote per share. The authorized Equity share capital (number of shares) of the company is 300,000,000 shares as at March 31, 2013. The issued, subscribed and paid-up equity share capital (number of shares) of the company is 39,246,160 shares as at March 31, 2013.


The shares issued are as follows:

(i)                   4,596,160 number of shares are issued at a price of $ 0.05 per share

(ii)                 1,650,000 number of shares are issued at a price of $ 0.20 per share

(iii)                33,000,000 number of shares at par value of $ 0.001 per share are issued for consideration
other than cash

 

The shares are issued at a price mutually agreed by the shareholders pursuant to an agreement entered with them.

   
  The Shareholders who have subscribed 1,650,000 number of shares at the rate of $0.20 per share have an option to purchase a warrant for every two shares held which entitles the holder to purchase an additional share at the rate of $0.40 per share for the period of two years from the date of issuance.
   
  Preferred Stock                                      
                                         
  The authorized Preference share capital (number of shares) of the company is 10,000,000 shares having a par value of $ 0.001 per share as at March 31, 2013. The issued, subscribed and paid-up Preference share capital is Nil as at March 31, 2013.

 

17 Matrimonial service income
     

Particulars  For the year ended March 31, 2013
      
(a) Profile Registration and Event Incomes  $785,112 
(b) Sponsorship Income   176,614 
(c) Sale of space or time slot- Television series   108,089 
(d) Advertisement Incomes   742 
(e) Sale of products (magazines)   8,562 
Total  $1,079,119 

 

50
 

18 Matrimonial service expenses                      
                             

 

Particulars  For the year ended March 31, 2013
      
(a) Event expenses  $289,435 
(b) Production and telecast expenses- Television series   184,120 
(c) Publication expenses   87,191 
(d) Franchisee commission   30,438 
(e) Amortization of film cost   774 
Total  $591,958 

 

19 General and administrative expenses
       

 

Particulars  For the year ended March 31, 2013
      
(a) Lease expenses  $22,606 
(b) Repairs & Maintenance   24,201 
(c) Insurance   293 
(d) Electricity charges   10,544 
(e) Audit fees   18,342 
(f) Bank charges   10,248 
(g) Bad debts   16,620 
(h) Travelling and conveyance   36,248 
(i) Legal Charges   25,000 
(j) Professional charges   251,115 
(k) Printing & Stationery   10,120 
(l) Telephone, Courier & Postage   30,064 
(m) Security charges   2,995 
(n) Business promotion expenses   10,714 
(o) Others   2,995 
Total  $472,105 

 

20 Earnings / (loss) per share (EPS)
       

 

Particulars  For the year ended March 31, 2013
      
(a) Net income/(loss)  $9268,635)
(b) Weighted average number of equity shares outstanding   39,246,160 
Earnings/ (loss) per share- basic and diluted   (0.007)

 

21 Related party disclosures
     

 

Names of related party and relationship                  
                               
(i)  Key Management Personnel ('KMP')                    
 

(a) Mr. V Venkatesan - Chairman and Director

(b) Ms. Meera Nagarajan - President, CEO and Managing Director

(c) Mr. Suresh Venkatachari - Secretary and Director

(d) Mr. V Vijaya Bhaskar - CFO, Director, Treasurer and Director of technologies

 
 
 
(ii)  Relatives of KMP                            
  (a) Mr. Sridhar Kalyanasundaram                      
(iii) Entity in which Key Management Personnel ('KMP') has control      

 

51
 

Particulars KMP Relative of KMP Entity in which KMP has control
2013 2013 2013
                                   
Transactions                                
Advances given for business purposes                  88,819  Nil  Nil
Settlement of advances given for business purposes          66,540  Nil  Nil
Unsecured loans received                      220,064      247,203      15,000
Repayment of unsecured loans                        37,706        38,676  Nil
Professional Charges Paid                  Nil  Nil      66,000
                         
Year end balances                      
Advances given for business purposes (debit balance)          63,247  Nil  Nil
Unsecured loans received (credit balance)              182,358      211,154  Nil
                                   
                                         
Note: The professional charges paid to Unifina Capital partners, LP include an amount of $6,000 for which 6,000,000 number of equity shares were allotted at the par value of $0.001 per share.

 

22 Employee Benefits                                      

 

Defined Benefit Plan                                        
                                         
The obligation towards gratuity is provided based on actuarial valuation carried out as at Balance Sheet date. The following are disclosures relating to the benefit plan:  
                                           
The liability recognized in the balance sheets as at March 31 is as follows. The obligations are unfunded as on the dates of balance sheets.  
 

 

Particulars  As at March 31, 2013
    
(a) Gratuity liability recognized in the balance sheet   10,699 
Total   10,699 

 

 Weighted average assumptions used to determine net gratuity cost and benefit obligations:

   

 

Particulars  For the year ended March 31, 2013
      
(a) Discount rate  8.50% p.a. 
(b) Long-term rate of compensation increase   10.00% p.a  
(b) Rate of reture on plan assets   N/A 

 

23 Subsequent events and going concern
       

The financial statements have been prepared on the basis that the company is a going concern & thereby no adjustments are required to be made to the carrying amount of assets and liabilities.

 

24 Film costs

 

The amount of unamortized film costs disclosed in the balance sheet pertains to completed and not released films with respect to the television series. The entire amount of unamortized film costs is expected to be amortized during the twelve-month period ending March 31, 2014.

52
 

 

25 Risks and uncertainties

 

Credit risk
 
Credit risk arises from the possibility that customers may not be able to settle their obligations as agreed. Accounts receivable balances are typically unsecured and are derived from revenues earned from customers. The Company’s management reviews ageing analysis of outstanding accounts receivables and follows up on past due balances. There is no significant concentration of credit risk.
 
Service tax
 
Penalties, if any, on account of delay in payment of service tax dues are unascertainable.

 

53
 

 

KM WEDDING EVENTS MANAGEMENT, INC.

(A Development Stage Company)

 

Consolidated Interim Financial Statements

 

For the period ended June 30, 2013

 

 

 

Index Page
Report of Independent Registered Public Accounting Firm 55
Condensed Consolidated Balance Sheets 56
Condensed Consolidated Statement of Income 57
Condensed Consolidated Statement of Changes in Equity 58
Condensed Consolidated Statement of Cash Flow 59
Notes to the Condensed Consolidated Financial Statements 60

54
 

 

 

 

 

55
 

KM Wedding Events Management, Inc         
Interim condensed consolidated balance sheets         
(in US Dollars $ unless otherwise stated)         
      As at June 30,  As at March 31,
   Notes  2013  2013
ASSETS     (Unaudited)   
Current assets:               
Cash and cash equivalents   4    56,880    374,598 
Accounts receivable, net   5    50,416    84,738 
Other current assets   6    475,450    220,804 
Total current assets        582,746    680,140 
                
Non-current assets:               
Long Term Investments   7    136,089    —   
Property, plant and equipment, net   8    100,414    115,421 
Intangible assets, net   9    3,709    4,495 
Goodwill   22    688,076    —   
Film costs   25    —      579 
Other non-current assets   10    47,839    41,863 
Total non-current assets        976,127    162,358 
Total assets        1,558,873    842,498 
                
LIABILITIES AND SHAREHOLDERS' EQUITY               
Current Liabilities:               
Accounts payable and accrued liabilities   11    145,331    182,970 
Income tax and other statutory liabilities   12    63,003    117,579 
Short-term loans & current portion of long term debt   13    172,263    471,163 
Unsecured loans from related parties, net of advances        292,842    Nil 
Other current liabilities   14    203,550    250,995 
Total current liabilities        876,989    1,022,707 
                
Non-current liabilities:               
Long-term debt   13    45,029    54,616 
Deferred tax liabilities        24,520    26,769 
Other non-current liabilities   15    15,884    16,799 
Total non-current liabilities        85,433    98,184 
                
Equity:               
Common stock par value $ 0.001               
(shares outstanding: 41,646,160 and 39,246,160               
as at June 30, 2013 and March 31, 2013,               
respectively)   16    41,646    39,246 
Additional paid-in-Capital        1,031,162    553,562 
Accumulated deficit        (326,495)   (268,635)
Equity Attributable to equity holders of the company        746,313    324,173 
Non-Controlling Interest        (149,862)   (602,566)
Total equity        596,451    (278,393)
                
Total liabilities and equity        1,558,873    842,498 
                
                

 

The accompanying notes are an integral part to these financial statements.

56
 

 

KM Wedding Events Management, Inc      
Interim condensed consolidated Statement of Income
(in US Dollars $ unless otherwise stated)          
         For the three months period ended 
    Notes    June 30, 2013 
           
Revenues          
Matrimonial service income   17    248,491 
Wedding catering service income        56,464 
Total        304,955 
           
Costs and expenses          
Matrimonial service expenses   18    100,337 
Wedding catering service expenses        51,056 
Personnel costs        82,613 
General and administrative expenses   19    122,362 
Depreciation and amortization        8,275 
Total        364,643 
           
Operating Income / (loss)        (59,688)
           
Other income / (expenses)          
Interest Income        3,053 
Finance charges        (10,280)
Total other income / (expenses), net        (7,227)
           
Income / (loss) before income tax expense        (66,915)
Income taxes          
Current tax                            Nil   
Deferred tax (expense) / benefit                            Nil   
Prior period taxes        (1,996)
           
Net income / (loss)        (68,911)
           
Attributable to:          
Equity holders of the company        (51,403)
Non-controlling interest        (17,508)
Net income / (loss)        (68,911)
           
Earnings / (loss) per share - basic and diluted   20    (0.001)
           

 

The accompanying notes are an integral part to these financial statements.

57
 

 

KM Wedding Events Management, Inc           
Interim condensed consolidated Statement of Changes in Equity          
(in US Dollars $ unless otherwise stated)          

 

   Number of shares  Common stock  Additional Paid-in-capital  Accumulated deficit  Equity Attributable to equity holders of the company  Non - controlling interest  Total Equity
Equity   39,246,160    39,246    553,562     Nil     592,808    (592,263)   545 
                                    
Net income / (loss) for the year                      Nil                Nil                   Nil      (268,635)   (268,635)   (10,303)   (278,938)
                                    
As at March 31, 2013   39,246,160    39,246    553,562    (268,635)   324,173    (602,566)   (278,393)
                                    
Fresh issue of equity shares1   2,400,000    2,400    477,600                    Nil      480,000                   Nil      480,000 
Adjustment in Non- controlling
Interest
                      Nil                Nil                   Nil                      Nil                      Nil      943,626    943,626 
                                    
Net income / (loss) for the period                      Nil                Nil                   Nil      (57,860)   (57,860)   (490,922)   (548,782)
                                    
As at June 30, 2013   41,646,160    41,646    1,031,162    (326,495)   746,313    (149,862)   596,451 
                                    

 

1 2,400,000 no of equity shares of par value USD 0.001 are issued at USD 0.20 per share. Also refer to note 16 “Common stock”

 

The accompanying notes are an integral part to the financial statements.

58
 

 

KM Wedding Events Management, Inc   
Interim condensed consolidated Statement of cash flow   
(in US Dollars $ unless otherwise stated)   
    
   For the three months period ended
   June 30, 2013
      
Cash flows from operating activities     
Net income / (loss)   (68,911)
      
Adjustments to reconcile net income to net cash     
provided by operating activities     
Depreciation and amortization   8,275 
Deferred tax expense / (benefit)   (1,996)
Loss on disposal of property, plant and equipment   —   
Amortization of film costs   530 
      
Changes in operating assets and liabilities     
(Increase) / decrease in Long term investments   (136,089)
(Increase) / decrease in accounts receivables   34,322 
(Increase) in other current assets   (254,646)
(Increase) in film costs   579 
(Increase) in other non-current assets   (5,976)
Increase in accounts payable   (37,639)
Increase in income tax and other statutory liabilities   (54,576)
Increase / (decrease) in other current liabilities   245,397 
Increase / (decrease) in other non-current liabilities   (3,164)
Net cash provided by (used in) operating activities   (273,894)
      
Cash flows from investing activities     
Additions to property, plant and equipment   (1,851)
Proceeds from disposal of property, plant and equipment   (704)
Acquisition of additional stake in subsidiary   (229,000)
Net cash issued in investing activities   (231,555)
      
Cash flows from financing activities     
Proceeds from short term debts   (298,900)
Proceeds from issue of Equity Shares   480,000 
Proceeds from / (repayment of) long term debts   (9,587)
Net cash provided by (used in) financing activities   171,513 
      
Effect of exchange rate changes on cash   16,218 
      
Net increase in cash and cash equivalents   (317,718)
Cash and cash equivalents, beginning of period   374,598 
Cash and cash equivalents, end of period   56,880 
      
Supplementary disclosures of cash flow information     
Cash paid during the year for:     
Interest paid   10,280 
Income taxes paid   1,156 
      
Non-cash items:     
Allotment of common stock    Nil  
      

 

 The accompanying notes are an integral part to these financial statements.

59
 

 

KM Wedding Events Management, Inc  
Notes to Interim condensed consolidated financial statements
(in US Dollars $ unless otherwise stated)  

 

1. General              
                 
  KM Wedding Events Management, Inc ('the Company') was incorporated on October 24, 2012 in the state of Delaware, United States of America.
   
  The Company is a leading service provider in the matrimonial industry and recently entered in to wedding event management and allied services segments including wedding catering services through its subsidiary (KM Matrimony Private Limited, India) in Tamil Nadu, India. As of June 30, 2013, the Company maintains a 55.32% ownership interest in KM Matrimony Private Limited, India. With the addition of wedding services, which focuses on the higher end of the value chain in the wedding industry, the Company is able to service the customers already using KM for the matrimonial service. The Company became one of the earliest entrants in the industry to provide an integrated wedding service in Tamil Nadu, India

 

2. Significant Accounting Policies          

 

a. Basis of Consolidation            
               
  The company has invested USD 509,000 to acquire 2,513,144 no of Equity shares of KM Matrimony Pvt ltd, India. Subsequent to this investment, KM Matrimony Pvt Ltd, India has become subsidiary of this company.
                 
b. Form and Content of the Financial Statements        
           
  The Company maintains its books and records in accordance with generally accepted accounting policies in USA (“US GAAP”). The accompanying financial statements were derived from the Company’s statutory books and records. The financial statements are presented in US Dollars ($), the national currency of USA.
   
 

The interim condensed financial statements included herein are unaudited and have been prepared in accordance with US GAAP for interim financial reporting (primarily with topic 270, Interim Reporting, of Financial Accounting Standards Board ("FASB") Accounting Standard Codification ("ASC")), and do not include all disclosures required by US GAAP. The company omitted disclosures which would substantially duplicate the information contained in its 2013 audited financial statements, such as accounting policies and details of accounts which have not changed significantly in amount or composition. Additionally, the company has provided disclosures where significant events have occurred subsequent to the issuance of its 2013 audited financial statements. Management believes that the disclosures are adequate to make the information presented not misleading if these interim condensed financial statements are read in conjunction with the company’s 2013 audited financial statements and the notes related thereto. In the opinion of management, the financial statements reflect all adjustments of a normal and recurring nature necessary to present fairly the company’s financial position, results of operations and cash flows for the interim reporting periods.


The results of operations for three months ended June 30, 2013 may not be indicative of the results of operations for the full year ending March 31, 2014. Subsequent events have been evaluated through November 1, 2013, the date these financial statements are available to be issued.

   
  The closing exchange rate as of June 30, 2013 and March 31, 2013 was 59.52 and 54.52 Indian Rupees to one US dollar, respectively.
   
c. Management Estimates        
           
  The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as well as the amounts of revenues and expenses recognized during the period. Management believes it has a reasonable and appropriate basis for its judgment pertaining to its estimates and assumptions. However, actual results could differ from those estimates.
                 
d. Income Taxes        
           
  The company follows the provisions of FASB ASC 740-270, Income Taxes (Interim Reporting), to arrive at the effective tax rate. The effective tax rate is the best estimate of the expected annual tax rate to be applied to the taxable income for the current reporting period.

 

60
 

3.  

As the company has been incorporated in October 2012, the corresponding previous period figures are not available as comparables for the statement of income, statement of changes in shareholders equity, statement of cashflows and related notes.

 

4. Cash and cash equivalents                                      
                                           
  Cash and cash equivalents as at June 30 comprises the following:                

 

Particulars  As at June 30, 2013
    (Unaudited) 
(a) Cash on hand  $45,129 
(b) Balance with banks on current accounts   11,751 
Total  $56,880 

 

5. Accounts receivable                                      
                                           
  Accounts receivable as at June 30 comprises the following:                    

 

Particulars  As at June 30, 2013
    (Unaudited) 
(a) Customers (trade)  $50,416 
Total  $50,416 

 

6. Other current assets                                      
                                           
  Other current assets as at June 30 comprises the following:                    

 

Particulars  As at June 30, 2013
    (Unaudited) 
(a) Event advances  $112,453 
(b) Staff advances   14,382 
(c) Advance tax (net of provision for income tax)   6,218 
(d) Loans and advances   264,405 
(e) Interest accrued on fixed deposits  3,053 
(f) Prepaid expenses   74,939 
Total  $475,450 

 

61
 

7. Long term investments                                      
  Long-term investments comprise the following:                            

 

Particulars  As at June 30, 2013
    (Unaudited) 
(a) Fixed deposits 1  $136,089 
Total  $136,089 

1 These fixed deposits are for a term of 555 days and earn interest at the rate of 9.10 %. These fixed deposits are held under lien against short term borrowings from bank.

 

 

8. Property, plant and equipment, net                                
                                           
  Property, plant and equipment as at June 30, 2013 comprises the following:          

 

  Particulars Gross Carrying Value Accumulated Depreciation Net carrying value
         
(a) Vehicles        32,851          8,301       24,550
(b) Computers & Peripherals        75,936        60,436       15,500
(c) Furniture & Fixtures          8,974          4,302         4,672
(d) Office Equipment        44,046        19,894       24,152
(e) Leasehold improvements        61,634        30,095       31,540
         
Total       223,441      123,027     100,414

 

Leased Property, plant and equipment, net                            
                                           
The following is the analysis of property, plant and equipment under capital leases as at June 30 included within property, plant and equipment, net  
 

 

Particulars  As at June 30, 2013
   (Unaudited) 
Vehicles  $32,851 
Less: accumulated depreciation   (8,301)
Net book value of lease assets  $27,641 

 

Operating leases                                      
                                         
The total amount of operating lease expenses is as follows:                    

 

Particulars  For the three months ended June 30, 2013
    (Unaudited) 
Lease Expenses  $7,454 

 

9. Intangible assets, net                                      
                                           
  Intangible assets as at June 30, 2013 comprise the following:                    

 

  Particulars Gross carrying value Accumulated amortization Net carrying value
(a) Software        27,574        23,865         3,709
Total        27,574        23,865         3,709
                         

 

62
 

10. Other non-current assets                                      
                                           
  Other non-current assets as at June 30 comprises the following:                  

 

Particulars  As at June 30, 2013
    (Unaudited) 
(a) Rental Advance  $17,599 
(b) Deposits   6,971 
(c) Software under application development stage   23,269 
Total   $47,839 

 

11. Accounts payable and accrued liabilities                            
                                           
  Accounts payable and accrued liabilities as at June 30 comprises the following:        

 

Particulars  As at June 30, 2013
    (Unaudited) 
(a) Accounts payable  $68,761 
(b) Salary payable   25,707 
(c) Current portion of provision for gratuity   568 
(d) General and administrative expenses payable   50,295 
Total   $145,331 

 

12. Income tax and other statutory liabilities                            
                                           
  Income tax and other statutory liabilities as at June 30 comprises the following:        

Particulars  As at June 30, 2013
    (Unaudited) 
(a) Service tax  $40,990 
(b) Provident fund   5,949 
(c) Employees state insurance   1,803 
(d) Professional tax   2,458 
(e) Tax deducted at source   11,803 
Total  $63,003 

 

63
 

13. Short term borrowings and long term debt                          
                                           
  Short term loans and borrowings as at June 30 comprises the following:            
                                           

 

Particulars  As at June 30, 2013
    (Unaudited) 
(a) Bank overdraft 1  $76,275 
(b) Loan against fixed deposit   65,939 
(c) Secured loans   8,492 
(d) Current portion of long-term debt   21,557 
Total  $172,263 

 

1 The bank overdraft facility is secured by way of hypothecation of trade receivables of the Company and is also guaranteed by the personal guarantees of all the directors of the Company.

 

  Long-term debt as at June 30 comprises the following:
                     

 

Particulars  As at June 30, 2013
    (Unaudited) 
(a) Secured loans 1  $52,688 
(b) Capital lease obligations 2   13,898 
(c) Current portion of long-term debt   (21,557)
Total  $45,029 

1 The interest rates of these long-term loans range from 11.50 % to 12.50 %. These loans are repayable in monthly installments ranging from 36 months to 60 months. These loans are secured against the respective assets / by way of assignment of trade receivables of the Company.

 

2 Assets acquired under capital lease are secured against the respective assets. 

 

The scheduled aggregate maturity of long-term debt outstanding as at June 30, 2013 is as follows:

 

Particulars   As at June 30, 2013
      (Unaudited)
2014   $ 16,559  
2015     19,993  
2016     13,490  
2017     11,653  
2018     4,892  
thereafter     --  
Total long term debt   $ 66,586  

 

64
 

14. Other current liabilities                
                     
  Other current liabilities as at June 30 comprises the following:

 

Particulars  As at June 30, 2013
    (Unaudited) 
(a) Unearned revenues (i.e. billings in excess of revenue  $203,550 
Total  $203,550 

 

15. Other non-current liabilities                                    
                                           
  Other non-current liabilities as at June 30 comprises the following:                

 

Particulars  As at June 30, 2013
    (Unaudited) 
(a) Trade Deposits  $6,131 
(b) Provision for gratuity   9,753 
Total  $15,884 

 

16. Common Stock                                      
                                           
 

The company has only one class of equity shares having par value of $ 0.001 per share. Each holder of equity shares is entitled to one vote per share. The authorized Equity share capital (number of shares) of the company is 300,000,000 shares as at June 30, 2013 and March 31, 2013. The issued, subscribed and paid-up equity share capital (number of shares) of the company is 41,646,160 shares as at June 30, 2013 and 39,246,160 shares as at March 31, 2013.


The shares issued are as follows:

(i) 4,596,160 number of shares are issued at a price of $ 0.05 per share

(ii) 4,050,000 number of shares are issued at a price of $ 0.20 per share

(iii) 33,000,000 number of shares at par value of $ 0.001 per share are issued for consideration
other than cash.


The shares are issued at a price mutually agreed by the shareholders pursuant to an agreement entered with them.

   
  The Shareholders who have subscribed 4,050,000 number of shares at the rate of $0.20 per share have an option to purchase a warrant for every two shares held which entitles the holder to purchase an additional share at the rate of $0.40 per share for the period of two years from the date of issuance.
   
  Preferred Stock                                      
                                         
  The authorized Preference share capital (number of shares) of the company is 10,000,000 shares having a par value of $ 0.001 per share as at June 30, 2013. The issued, subscribed and paid-up Preference share capital is Nil as at June 30, 2013.

 

65
 

17. Matrimonial service income
     

 

Particulars  For the three months ended June 30, 2013
    (Unaudited) 
(a) Profile Registration and Event Incomes  $190,662 
(b) Sponsorship Income   33,896 
(c) Sale of space or time slot- Television series   21,741 
(d) Sale of products (magazines)   2,193 
Total  $248,491 

 

18 Matrimonial service expenses                      
                             

 

Particulars  For the three months ended June 30, 2013
    (Unaudited) 
(a) Event expenses  $36,184 
(b) Production and telecast expenses- Television series   35,153 
(c) Publication expenses   22,610 
(d) Franchisee commission   5,859 
(e) Amortization of film cost   530 
Total  $100,337 

 

19. General and administrative expenses
       

 

Particulars  For the three months ended June 30, 2013
    (Unaudited) 
(a) Lease expenses  $7,454 
(b) Repairs & Maintenance   21,671 
(c) Insurance   718 
(d) Electricity charges   2,775 
(e) Audit fees   2,310 
(f) Bank charges   2,445 
(g) Bad debts   15,017 
(h) Travelling and conveyance   5,472 
(i) Professional charges   50,142 
(j) Printing & Stationery   1,509 
(k) Telephone, Courier & Postage   6,416 
(l) Security charges   665 
(m) Business promotion expenses   3,577 
(n) Others   2,192 
Total  $122,362 

 

66
 

20. Earnings / (loss) per share (EPS)
       

 

Particulars  For the three months ended June 30, 2013
    (Unaudited) 
(a) Net income/(loss)  $(51,403)
(b) Weighted average number of equity shares outstanding   40,898,619 
Earnings/ (loss) per share- basic and diluted   (0.001)

 

21. Related party disclosures
     

 

Names of related party and relationship                  
                               
(i)  Key Management Personnel ('KMP')                    
 

(a) Mr. V Venkatesan - Chairman and Director

(b) Ms. Meera Nagarajan - President, CEO and Managing Director

(c) Mr. Suresh Venkatachari - Secretary and Director(Relinquished office on June 24, 2013)

(d) Mr. V Vijaya Bhaskar - CFO, Director, Treasurer and Director of technologies

 
 
 
(ii)  Relatives of KMP                            
  (a) Mr. Sridhar Kalyanasundaram                      
(iii) Entity in which Key Management Personnel ('KMP') has control      
(a) Unifina Capital Partners, LP      

 

(b) Transactions with related parties                                
                                           
  Transactions during the three months period ending June 30, 2013                

 

Particulars KMP Relative of KMP Entity in which KMP has control
2013 (Unaudited) 2013 (Unaudited) 2013
(Unaudited)
                                   
Transactions                                
Advances given for business purposes                  45,051              -                 -   
Settlement of advances given for business purposes            7,902              -                 -   
Unsecured loans received                        65,289              -                 -   
Repayment of unsecured loans                              -           37,819              -   
Unsecured Loans given                         193,000
                         
Closing balances                      
Unsecured Loans given                              -                 -        193,000
Advances given for business purposes (debit balance)          95,083              -                 -   
Unsecured loans received (credit balance)              232,328      155,596              -   
                                   

 

67
 

22. Goodwill                                      

 

Particulars   
      
Balance as at March 31, 2013  $Nil
Add: Acquired in new subsidiary 1   688,076 
Balance as at June 30, 2013   688,076

 

 

23. Employee Benefits                                      

 

Defined Benefit Plan                                        
                                         
The obligation towards gratuity is provided based on actuarial valuation carried out as at Balance Sheet date. The following are disclosures relating to the benefit plan:  
                                           
The liability recognized in the balance sheets as at March 31 is as follows. The obligations are unfunded as on the dates of balance sheets.  
 

 

Particulars  As at June 30, 2013
   (Unaudited)
(a) Gratuity liability recognized in the balance sheet   10,321 
Total   10,321 

 

 Weighted average assumptions used to determine net gratuity cost and benefit obligations:

   

 

Particulars  For the three months ended June 30, 2013
    (Unaudited) 
(a) Discount rate  8.50% p.a. 
(b) Long-term rate of compensation increase   10.00% p.a  
(b) Rate of reture on plan assets   N/A 

 

24. Subsequent events and going concern                              
                                           
  The financial statements have been prepared on the basis that the company is a going concern & thereby no adjustments are required to be made to the carrying amount of assets and liabilities.
                                           
25. Film costs
   
  The entire amount of unamortized film costs as at March 31, 2013 is amortized during the three months period ended June 30, 2013.
                                           
26. Risks and uncertainties
                                           
  Credit risk
   
  Credit risk arises from the possibility that customers may not be able to settle their obligations as agreed. Accounts receivable balances are typically unsecured and are derived from revenues earned from customers. The Company’s management reviews ageing analysis of outstanding accounts receivables and follows up on past due balances. There is no significant concentration of credit risk.
                                           
  Statutory Dues
   
  Penalties, if any, on account of delay in payment of statutory dues are unascertainable.

 

68
 

 

KM WEDDING EVENTS MANAGEMENT, INC.

(A Development Stage Company)

 

Financial Statements

 

For the period ended March 31, 2013

 

Index Page
Report of Independent Registered Public Accounting Firm 70
Balance Sheet as at March 31, 2013 71
Statement of Income for the period ended March 31, 2013 72
Statement of Changes in Shareholders’ Equity 73
Statement of Cash Flows for the period ended March 31, 2013 74
Notes to the Financial Statements 75

69
 

 

 

70
 

 

KM Wedding Events Management, Inc      
Balance Sheet as at March 31, 2013      
(in US Dollars $ unless otherwise stated)      
      As at
   Notes  March 31, 2013
ASSETS      
Current assets:      
Cash and cash equivalents   4    324,173 
Total current assets        324,173 
           
Non-current assets:          
Total non-current assets        —   
Total assets        324,173 
           
LIABILITIES AND SHAREHOLDERS' EQUITY          
Current Liabilities:          
Total current liabilities        —   
           
Non-current liabilities:          
Total non-current liabilities        —   
           
Shareholders' equity          
Common stock   6    39,246 
Additional paid-in-Capital        553,562 
Accumulated deficit        (268,635)
Total shareholders' equity        324,173 
Total liabilities and shareholders' equity        324,173 
           

 

The accompanying notes are an integral part to these financial statements.

71
 

 

KM Wedding Events Management, Inc      
Statement of Income for the period ended March 31, 2013
(in US Dollars $ unless otherwise stated)          
         For the period ended 
    Notes    March 31, 2013 
           
Revenues          
Total        —   
           
Costs and expenses          
General and administrative expenses   7    268,635 
Total        268,635 
           
Operating Income / (loss)        (268,635)
           
Income / (loss) before income tax expense        (268,635)
Income taxes        —   
Deferred tax (expense) / benefit        —   
           
Net income / (loss)        (268,635)
           
Earnings / (loss) per share - basic and diluted   8    (0.007)

 

The accompanying notes are an integral part to these financial statements.

72
 

 

KM Wedding Events Management, Inc        
Statement of Changes in Shareholders’ Equity        
(in US Dollars $ unless otherwise stated)        

 

 

   Number of shares  Common stock  Additional Paid-in-capital  Accumulated deficit  Total shareholders' equity
Share Holders' Equity   39,246,160    39,246    553,562     Nil     592,808 
                          
Net income / (loss) for the year                    Nil                    Nil                         Nil      (268,635)   (268,635)
                          
Balance as at March 31, 2013   39,246,160    39,246    553,562    (268,635)   324,173 
                          

 

The accompanying notes are an integral part to these financial statements.

 

73
 

KM Wedding Events Management, Inc   
Statement of Cash Flows for the period ended March 31, 2013
(in US Dollars $ unless otherwise stated)     
      
    For the period ended 
    March 31, 2013 
      
Cash flows from operating activities     
Net income / (loss)   (268,635)
      
Adjustments to reconcile net income to net cash     
Changes in operating assets and liabilities                              Nil   
Net cash provided by (used in) operating activities   (268,635)
      
Cash flows from financing activities     
Proceeds from issue of Equity Shares   592,808 
Net cash provided by (used in) financing activities   592,808 
      
Net increase in cash and cash equivalents   324,173 
Cash and cash equivalents, beginning of period                              Nil   
Cash and cash equivalents, end of period   324,173 
      
Supplementary disclosures of cash flow information     
Cash paid during the year for:     
Interest paid    Nil  
Income taxes paid    Nil  
      
Non-cash items:     
Allotment of common stock   33,000 

 

The accompanying notes are an integral part to these financial statements.

74
 

 

 

KM Wedding Events Management, Inc          
Notes to Financial Statements            
(in US Dollars $ unless otherwise stated)          

 

1. General              
                 
  KM Wedding Events Management, Inc ('the Company') was incorporated on October 24, 2012 in the state of Delaware, United States of America.
   
  The Company is a leading service provider in the matrimonial industry and recently entered in to wedding event management and allied services segments including wedding catering services in Tamil Nadu, India. With the addition of wedding services, which focuses on the higher end of the value chain in the wedding industry, the Company is able to service the customers already using KM for the matrimonial service. The Company became one of the earliest entrants in the industry to provide an integrated wedding service in Tamil Nadu, India.

 

2. Significant Accounting Policies            
                 

 

a. Form and Content of the Financial Statements            
               
  The Company maintains its books and records in accordance with generally accepted accounting policies in USA (“US GAAP”). The accompanying financial statements were derived from the Company’s statutory books and records. The financial statements are presented in US Dollars ($), the national currency of USA.
   
 

Subsequent events have been evaluated through August 31, 2013, the date these financial statements are available to be issued.

                 
b. Management Estimates        
           
  The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as well as the amounts of revenues and expenses recognized during the period. Management believes it has a reasonable and appropriate basis for its judgment pertaining to its estimates and assumptions. However, actual results could differ from those estimates.
   
c. Cash and Cash Equivalents        
           
  Cash represents cash on hand and in the Company’s bank accounts and interest bearing deposits which can be effectively withdrawn at any time without prior notice or penalties reducing the principal amount of the deposit. Cash equivalents are highly liquid, short-term investments that are readily convertible to known amounts of cash and have original maturities of three months or less from their date of purchase.
                 
d. Income Taxes        
           
  Income taxes are provided on taxable profit as determined under the tax laws of United States of America. The Company offsets current tax assets and current tax liabilities, where it has legally enforceable right to set off the recognized amounts and where it intends either to settle on a net basis.
   
 

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of assets and liabilities and their respective tax bases, operating loss carry forwards and tax credits. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance for a deferred tax asset is recorded when management believes that it is more likely than not that this tax asset will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income in the period of change.

   
e. Earnings per share
   
 

Basic earnings per share is computed by dividing net income attributable to shareholders by the weighted average number of shares outstanding during the period.

   
 

Diluted earnings per share are computed on the basis of the weighted average number of common and dilutive common equivalent shares outstanding during the period except where the results will be anti-dilutive.

 

75
 

3. As it is the first year of incorporation, no corresponding previous year balances will be available.

 

4. Cash and cash equivalents                                  
                                           
  Cash and cash equivalents as at March 31, 2013 comprise of Balance with bank on Current account.

 

5. Deferred income taxes                                   
                                           
  The components of deferred tax assets and liabilities as at March 31, 2013 are as follows:  

 

Particulars  As at March 31, 2013
Deferred tax asset arising from tax effect of:     
Operating losses 1  $109,508 
Less: Valuation allowance   (109,508)
Deferred tax asset, net  $Nil 

 

1 Operating losses carried forward for tax purposes of the Company amounted to $ 268,635 as at March 31, 2013 and is available as an offset against future taxable income of the Company. These operating losses consist of unabsorbed business loss. Unabsorbed business loss expire within 20 years as per the tax laws of the United States of America. Realization is dependent on the Company generating sufficient taxable income prior to expiration of losses carried forward. A valuation allowance is established attributable to loss carry forwards where, based on available evidence, it is more likely than not that it will not be realized.

 

6. Common Stock                                      
                                           
 

The company has only one class of equity shares having par value of $ 0.001 per share. Each holder of equity shares is entitled to one vote per share. The authorized Equity share capital (number of shares) of the company is 300,000,000 shares as at March 31, 2013. The issued, subscribed and paid-up equity share capital (number of shares) of the company is 39,246,160 shares as at March 31, 2013.


The shares issued are as follows:

(i)             4,596,160 number of shares are issued at a price of $ 0.05 per share

(ii)            1,650,000 number of shares are issued at a price of $ 0.20 per share

(iii)           33,000,000 number of shares at par value of $ 0.001 per share are issued for consideration other than cash

 


The shares are issued at a price mutually agreed by the shareholders pursuant to an agreement entered with them.

   
  The Shareholders who have subscribed 1,650,000 number of shares at the rate of $0.20 per share have an option to purchase a warrant for every two shares held which entitles the holder to purchase an additional share at the rate of $0.40 per share for the period of two years from the date of issuance.
   
  Preferred Stock                                      
                                         
  The authorized Preference share capital (number of shares) of the company is 10,000,000 shares having a par value of $ 0.001 per share as at March 31, 2013. The issued, subscribed and paid-up Preference share capital is Nil as at March 31, 2013.
 
                                           

 

76
 

7. General and administrative expenses                              

 

Particulars  For the year ended March 31, 2013
      
(a) Professional Charges  $241,000 
(b) Legal charges   25,000 
(c) Travelling and Conveyance   1,730 
(n) Bank Charges   905 
Total  $268,635 

 

8. Earnings / (loss) per share (EPS)
       

 

Particulars  For the year ended March 31, 2013
      
(a) Net income/(loss)  $(268,635)
(b) Weighted average number of equity shares outstanding   39,246,160 
Earnings/ (loss) per share- basic and diluted   (0.007)

 

9. Related party disclosures                                 
                                           
  Names of related party and relationship                       
                                           
  (i)  Key Management Personnel ('KMP')                     
    (a) Mr. V Venkatesan - Chairman and Director              
    (b) Ms. Meera Nagarajan - President, CEO and Managing Director            
    (c) Mr. Suresh Venkatachari - Secretary and Director            
    (d) Mr. V Vijaya Bhaskar - CFO, Director, Treasurer and Director of technologies      
                                           
    The Company has not entered in to any transaction with the Key Management Personnel during
    the reporting period.                               
                                           
  (ii) Entity in which Key Management Personnel ('KMP') has control            
    (a) Unifina Capital Partners, LP                          

 

The transactions with Unifina Capital Partners, LP are as follows:

 

Particulars                       2013
Transactions                                      
Unsecured Loan Received                     15,000
Professional Charges paid                     66,000
                                       

Year end balance

 

                              NIL

 

 

Note: The professional charges paid to Unifina Capital partners, LP include an amount of $6,000 for which 6,000,000 number of equity shares were allotted at the par value of $0.001 per share.

77
 

 

10. Commitments and Contingencies                            
                                           
  Capital Commitments                              
 

As at March 31, 2013, the company had Commitment to invest in KM Matrimony Pvt Ltd under agreements as follows:
(i) To purchase 10,000,000 new shares of common stock at a price of Rs.11 per share (Face Value - Rs.10) for an aggregate consideration of upto 2,100,000 USD

(ii) To purchase 1,150,000 existing shares of common stock at a price of Rs.11 per share (Face Value - Rs.10) for an aggregate consideration of upto 232,025 USD

(iii) To purchase 2,000,000 existing shares of common stock at a price equal to the fair market Value of the shares on the date of purchase

 

11. Subsequent events and going concern            
 

 

With respect to the agreement entered by the company with KM Matrimony Pvt Ltd on February 14, 2013, the company has paid USD 280,000 on April 3, 2013 for the purchase of 1,393,127 new shares of KM Matrimony Pvt Ltd.

Further, with respect to the agreement entered by the company with the shareholders of KM Matrimony Pvt Ltd on February 14, 2013, the company has paid USD 229,000 on April 26, 2013 with reference to tranche 'A' transaction for the purchase of 1,120,018 existing shares of KM Matrimony Pvt Ltd.


The financial statements have been prepared on the basis that the company is a going concern & thereby no adjustments are required to be made to the carrying amount of assets and liabilities.

 

78
 

 

KM WEDDING EVENTS MANAGEMENT, INC.

(A Development Stage Company)

 

Interim Financial Statements

 

For the period ended June, 2013

 

Index Page
Report of Independent Registered Public Accounting Firm 80
Condensed Balance Sheets 81
Condensed Statements of Income 82
Condensed Statement of Changes in Shareholders’ Equity 83
Condensed Statement of Cash Flows 84
Notes to the Condensed Financial Statements 85

79
 

 

 

 

80
 

 

KM Wedding Events Management, Inc         
Interim condensed Balance Sheets         
(in US Dollars $ unless otherwise stated)         
      As at  As at
   Notes  June 30, 2013  March 31, 2013
ASSETS     (unaudited)   
Current assets:               
Cash and cash equivalents   4    10,770    324,173 
Prepaid Expenses        45,000                         Nil  
Loans to related parties   9    193,000                         Nil  
Total current assets        248,770    324,173 
                
Non-current assets:               
Investment   5    509,000                         Nil  
Total non-current assets        509,000                         Nil  
Total assets        757,770    324,173 
                
LIABILITIES AND SHAREHOLDERS' EQUITY               
Current Liabilities:               
Trade Payables        5,000                         Nil  
Total current liabilities        5,000                         Nil  
                
Non-current liabilities:               
Total non-current liabilities                                     Nil                          Nil  
                
Shareholders' equity               
Common stock par value $ 0.001               
(shares outstanding: 41,646,160 and 39,246,160          
as at June 30, 2013 and March 31, 2013,               
respectively)   6    41,646    39,246 
Additional paid-in-Capital        1,031,162    553,562 
Accumulated deficit        (320,038)   (268,635)
Total shareholders' equity        752,770    324,173 
Total liabilities and shareholders' equity        757,770    324,173 

 

The accompanying notes are an integral part to these financial statements.

81
 

 

KM Wedding Events Management, Inc      
Interim condensed Statements of Income      
(in US Dollars $ unless otherwise stated)      
      For the three months ended
   Notes  June 30, 2013
      (unaudited)
Revenues     Nil
Total     Nil
       
Costs and expenses      
General and administrative expenses   7    51,403 
Total        51,403 
           
Operating Income / (loss)        (51,403)
           
Income / (loss) before income tax expense        (51,403)
Income taxes                                               Nil   
Deferred tax (expense) / benefit                                               Nil   
           
Net income / (loss)        (51,403)
           
Earnings / (loss) per share - basic and diluted   8    (0.0013)

 

The accompanying notes are an integral part to these financial statements.

82
 

 

KM Wedding Events Management, Inc        
Interim Condensed Statement of Changes in Shareholders’ Equity        
(in US Dollars $ unless otherwise stated)        

 

   Number of shares  Common stock  Additional  Paid-in-capital  Accumulated deficit  Total shareholders' equity
Share Holders' Equity   39,246,160   $39,246   $553,562   $ Nil    $592,808 
                          
Net income / (loss) for the year                    Nil                    Nil                         Nil      (268,635)   (268,635)
                          
Balance as at March 31, 2013   39,246,160    39,246    553,562    (268,635)   324,173 
                          
Net income / (loss) for the Period
(unaudited)
                    Nil                    Nil                         Nil      (51,403)   (51,403)
Fresh issue of equity shares1   2,400,000    2,400    477,600     Nil     480,000 
Balance as at June 30, 2013
(unaudited)
   41,646,160   $41,646   $1,031,162   $(320,038)  $752,770 
                          

 

 

1 2,400,000 no of equity shares of par value USD 0.001 are issued at USD 0.20 per share. Also refer note 6 "Common stock”. 

 

The accompanying notes are an integral part to these financial statements.

83
 

 

KM Wedding Events Management, Inc   
Interim condensed Statement of Cash Flows   
(in US Dollars $ unless otherwise stated)   
    
    
   For the three months ended
   June 30, 2013
   (unaudited)
Cash flows from operating activities     
Net income / (loss)  $(51,403)
      
Adjustments to reconcile net income to net cash     
Changes in operating assets and liabilities   (233,000)
Net cash provided by (used in) operating activities   (284,403)
      
Cash flows from Investing activities     
Investment in subsidiary   (509,000)
Net cash provided by (used in) investing activities   (509,000)
      
Cash flows from Financing activities     
Proceeds from issue of Equity Shares   480,000 
Net cash provided by (used in) financing activities   480,000 
Net increase in cash and cash equivalents   (313,403)
Cash and cash equivalents, beginning of period   324,173 
Cash and cash equivalents, end of period  $10,770 
      
Supplementary disclosures of cash flow information     
Cash paid during the year for:     
Interest paid    Nil  
Income taxes paid    Nil  
      
Non-cash items:     
Allotment of common stock    Nil  

 

The accompanying notes are an integral part to these financial statements.

84
 

 

KM Wedding Events Management, Inc          
Notes to Interim condensed Financial Statements          
(in US Dollars $ unless otherwise stated)          

 

1. General              
                 
  KM Wedding Events Management, Inc ('the Company') was incorporated on October 24, 2012 in the state of Delaware, United States of America.
   
  The Company is a leading service provider in the matrimonial industry and recently entered in to wedding event management and allied services segments including wedding catering services through its subsidiary (KM Matrimony Private Limited, India) in Tamil Nadu, India. As of June 30, 2013, the Company maintains a 55.32% ownership interest in KM Matrimony Private Limited, India. With the addition of wedding services, which focuses on the higher end of the value chain in the wedding industry, the Company is able to service the customers already using KM for the matrimonial service. The Company became one of the earliest entrants in the industry to provide an integrated wedding service in Tamil Nadu, India
                 
2. Significant Accounting Policies            
                 
a. Form and Content of the Financial Statements        
           
  The Company maintains its books and records in accordance with generally accepted accounting policies in USA (“US GAAP”). The accompanying financial statements were derived from the Company’s statutory books and records. The financial statements are presented in US Dollars  ($), the national currency of USA.
   
 

The interim condensed financial statements included herein are unaudited and have been prepared in accordance with US GAAP for interim financial reporting (primarily with topic 270, Interim Reporting, of Financial Accounting Standards Board ("FASB") Accounting Standard Codification ("ASC")), and do not include all disclosures required by US GAAP. The company omitted disclosures which would substantially duplicate the information contained in its 2013 audited financial statements, such as accounting policies and details of accounts which have not changed significantly in amount or composition. Additionally, the company has provided disclosures where significant events have occurred subsequent to the issuance of its 2013 audited financial statements. Management believes that the disclosures are adequate to make the information presented not misleading if these interim condensed financial statements are read in conjunction with the company’s 2013 audited financial statements and the notes related thereto. In the opinion of management, the financial statements reflect all adjustments of a normal and recurring nature necessary to present fairly the company’s financial position, results of operations and cash flows for the interim reporting periods.


The results of operations for three months ended June 30, 2013 may not be indicative of the results of operations for the full year ending March 31, 2014. Subsequent events have been evaluated through November 1, 2013, the date these financial statements are available to be issued.

   
b. Management Estimates        
           
  The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as well as the amounts of revenues and expenses recognized during the period. Management believes it has a reasonable and appropriate basis for its judgment pertaining to its estimates and assumptions. However, actual results could differ from those estimates.
                 
c. Income Taxes        
           
  The company follows the provisions of FASB ASC 740-270, Income Taxes (Interim Reporting), to arrive at the effective tax rate. The effective tax rate is the best estimate of the expected annual tax rate to be applied to the taxable income for the current reporting period.

 

85
 

3. As the company has been incorporated in October 2012, the corresponding previous period figures are not available  as comparable for the statement of income, statement of changes in shareholders equity, statement of cashflows and related notes
                                             
4. Cash and cash equivalents                                        
                                             
  Cash and cash equivalents as at June 30, 2013 amounting to USD 10,770 comprise of Balance with bank on Current account.
   
5. Investments                                        
                                           
  The company has invested USD 509,000 to acquire 2,513,144 no of Equity shares of KM Matrimony Private Limited, India. Subsequent to this investment, KM Matrimony Private Limited, India has become subsidiary of this company.

 

6. Common Stock                                        
                                             
 

The company has only one class of equity shares having par value of $ 0.001 per share. Each holder of equity shares is entitled to one vote per share. The authorized Equity share capital (number of shares) of the company is 300,000,000 shares as at June 30, 2013 and March 31, 2013. The issued, subscribed and paid-up equity share capital (number of shares) of the company is 41,646,160 shares as at June 30, 2013 and 39,246,160 shares as at March 31, 2013.


The shares issued are as follows:

(i)                   4,596,160 number of shares are issued at a price of $ 0.05 per share

(ii)                 4,050,000 number of shares are issued at a price of $ 0.20 per share

(iii)                33,000,000 number of shares at par value of $ 0.001 per share are issued for consideration
other than cash

 

The shares are issued at a price mutually agreed by the shareholders pursuant to an agreement entered with them.

   
  The Shareholders who have subscribed 4,050,000 number of shares at the rate of $0.20 per share have an option to purchase a warrant for every two shares held which entitles the holder to purchase an additional share at the rate of $0.40 per share for the period of two years from the date of issuance.
   
  Preferred Stock                                        
                                           
  The authorized Preference share capital (number of shares) of the company is 10,000,000 shares having a par value of $ 0.001 per share as at June 30, 2013. The issued, subscribed and paid-up Preference share capital is Nil as at June 30, 2013.

 

 7.

General and administrative expenses

 

Particulars  For the three months ended June 30, 2013
    (Unaudited) 
(a) Professional Charges  $20,000 
(b) Legal charges   15,000 
(c) Travelling and Conveyance   409 
(d) Software license   15,000 
(e) Postage & delivery   225 
(f) Other expenses   769 
Total  $51,403 

 

86
 

8. Earnings / (loss) per share (EPS)
       

 

Particulars  For the three months ended June 30, 2013
      
(a) Net income/(loss)  $(51,403)
(b) Weighted average number of equity shares outstanding   40,898,619 
Earnings/ (loss) per share- basic and diluted   (0.0013)

 

9. Related party disclosures                                        

 

(a) Names of related party and relationship                              
  (i)  Subsidiary companies                                        
    (a)KM Matrimony Private Limited                            
  (ii)  Key Management Personnel ('KMP')                              
    (a) Mr. V Venkatesan - Chairman and Director                    
    (b) Ms. Meera Nagarajan - President, CEO and Managing Director                
    (c) Mr. Suresh Venkatachari - Secretary and Director (Relinquished office on June 24, 2013)
    (d) Mr. V Vijaya Bhaskar - CFO, Director, Treasurer and Director of technologies  
                                             
    The Company has not entered in to any transaction with the Key Management Personnel during the reporting
    the reporting period.                                        
                                             
  (iii) Entity in which Key Management Personnel ('KMP') has control            
    (a) Unifina Capital Partners, LP                                    
                                             
(b) Transactions with related parties                                  
                                             

 

The transactions with related parties are as follows:                        
Particulars                       2013
(unaudited)
Transactions during the three months period ending June 30              
Unsecured loan given1                               193,000
Investment in subsidiary company                               509,000
                                         
Closing balance                                
Investment in subsidiary company                               509,000
Unsecured loan given                                   193,000

1 Unsecured loan given to Unifina Capital Partners, LP (USD 193,000) is interest free and it is repayable with in twelve months.

 

87
 

10. Commitments and Contingencies                                
                                             
  Capital Commitments                                        
                                           
 

As at June 30, 2013, the company had Commitment to invest in KM Matrimony Pvt Ltd under agreements as follows:

(i)                   To purchase 8,606,873 new shares of common stock at a price of Rs.11 per share (Face Value - Rs.10) for an aggregate consideration of upto 1,820,000 USD

(ii)                 To purchase 29,983 existing shares of common stock at a price of Rs.11 per share (Face Value - Rs.10) for an aggregate consideration of upto 3,025 USD

(iii)                To purchase 2,000,000 existing shares of common stock at a price equal to the fair market Value of the shares on the date of purchase

   
11. Subsequent events and going concern                                
                                   
  The financial statements have been prepared on the basis that the company is a going concern & thereby no adjustments are required to be made to the carrying amount of assets and liabilities.

 

88
 

 

PROSPECTUS

 

KM WEDDING EVENTS MANAGEMENT, INC.

11501 Dublin Blvd., Suite 200

Dublin, CA 94568

Phone: (925) 891-8029

Fax: (925) 891-8028

 

10,000,000 SHARES OF COMMON STOCK

 

 

DEALER PROSPECTUS DELIVERY OBLIGATION

 

Until May 18, 2014, all dealers that effect transactions in these securities, whether or not participating in this Offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

 

NOVEMBER 18, 2013

 

 
 

[RESALE PROSPECTUS ALTERNATIVE PAGE]

 

The information in this Prospectus is not complete and may be changed. We may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where an offer or sale is not permitted.

 

PRELIMINARY PROSPECTUS

 

KM WEDDING EVENTS MANAGEMENT, INC.

11501 Dublin Blvd., Suite 200

Dublin, CA 94568

Phone: (925) 891-8029

Fax: (925) 891-8028

 

7,912,660 SHARES OF COMMON STOCK

 

The selling shareholders named in this prospectus are offering all of the shares of common stock offered through this prospectus. Our common stock is presently not traded on any market or securities exchange. The 7,912,660 shares of our common stock can be sold by selling security holders at a fixed price of $0.30 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents with The Financial Industry Regulatory Authority (“FINRA”), which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved. We have agreed to bear the expenses relating to the registration of the shares for the selling security holders.

 

The selling shareholders and any broker or dealer participating in the sale of shares on behalf of the selling shareholders may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, in which case any profit on the sale of shares by them or commissions received by such broker or dealer may be deemed to be underwriting compensation under the Securities Act of 1933.

 

Any investment in the shares offered herein involves a high degree of risk.  You should only purchase shares if you can afford a loss of your investment.  You should consider carefully the risks that we have described in the section entitled RISK FACTORS” BEGINNING ON PAGE 9 OF THIS PROSPECTUS before deciding whether to invest in our common stock.

 

This Prospectus covers the Resale Offering by the Selling Shareholders of 7,912,660 shares of Common Stock. The Company is concurrently conducting a primary offering for 10,000,000 shares, which is covered in a separate Public Offering Prospectus.

 

THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY READ AND CONSIDER THIS PROSPECTUS BEFORE BUYING ANY SHARES OF KM WEDDING EVENTS MANAGEMENT, INC.’S COMMON STOCK.

 

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

89
 

[RESALE PROSPECTUS ALTERNATIVE PAGE]

 

TABLE OF CONTENTS

 

 

  Page
Prospectus Summary 6
The Offering 9
Risk Factors 9
Determination of Offering Price 15
Use of Proceeds 92
Selling Security Holders 93
Plan of Distribution; Terms of the Offering 96
Description of Property 18
Description of Securities 18
Business 20
Management’s Dicussion and Analysis 28
Directors, Executive Officers, Promoters and Control Persons 31
Executive Compensations 31
Security Ownership of Certain Beneicial Owners and Management 33
Certain Relationships and Related Transactions 33
Legal Matters 34
Experts 34
Commission Position of Indemnification for Securities Act Liabilities 35
Where you can find more information 35
Index to Financial Statements 36

 

You should rely only on the information contained or incorporated by reference to this prospectus in deciding whether to purchase our Common Stock. We have not authorized anyone to provide you with information different from that contained in this prospectus. Under no circumstances should the delivery to you of this prospectus or any sale made pursuant to this prospectus create any implication that the information contained in this prospectus is correct as of any time after the date of this prospectus. To the extent that any facts or events arising after the date of this prospectus, individually or in the aggregate, represent a fundamental change in the information presented in this prospectus, this prospectus will be updated to the extent required by law.

90
 

[RESALE PROSPECTUS ALTERNATIVE PAGE]

 

SUMMARY OF THIS OFFERING

 

Securities being offered   Up to 7,912,660 shares of Common Stock. Our Common Stock is described in further detail in the section of this prospectus titled “DESCRIPTION OF SECURITIES – Common Stock.”
     
Number of shares outstanding before the offering   41,646,160 shares of Common Stock issued and outstanding as of November 18, 2013.
     
Net Proceeds to the Company   We will not receive proceeds from the resale of shares by the selling shareholders.
     
Risk factors   An investment in our Common Stock involves a high degree of risk. You should carefully consider the risk factors set forth under “Risk Factors” section hereunder and the other information contained in this Prospectus before making an investment decision regarding our Common Stock.

91
 

[RESALE PROSPECTUS ALTERNATE PAGE]

 

USE OF PROCEEDS

 

We will not receive any of the proceeds from the sale of our ordinary shares by the Selling Shareholders. The Selling Shareholders will receive all of the net proceeds from the sales of ordinary shares offered by them under this Prospectus.

92
 

[RESALE PROSPECTUS ALTERNATE PAGE]

 

SELLING SECURITY HOLDERS

 

The shares being offered for resale by the selling stockholders consist of the 7,912,660 shares of our common stock held by 115 shareholders of our common stock, which were issued: (i) pursuant to Section 4(2) of the Securities Act of 1933 in which we issued 5,000,000 shares of common stock to an accredited investor for services, these transaction were exempt from registration as they were transactions by an issuer not involving a public offering, no underwriters we used and no commissions were paid; (ii) in pursuant to a Regulation S offering in which we sold 4,050,000 shares of common stock to 50 investors pursuant to a Regulation S offering in which we sold 4,050,000 shares of common stock to 50 investors.

 

The following table sets forth the name of the selling stockholders, the number of shares of common stock beneficially owned by each of the selling stockholders as of November 18, 2013 and the number of shares of common stock being offered by the selling stockholders. The shares being offered hereby are being registered to permit public secondary trading, and the selling stockholders may offer all or part of the shares for resale from time to time. However, the selling stockholders are under no obligation to sell all or any portion of such shares nor are the selling stockholders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the selling stockholders.

 

  Before the Offering   After the Offering  
Name of Selling Shareholders (1) Total Number of Shares of common stock Beneficially Owned Prior to the Offering (2) Number of Shares to be Offered for the Account of the Selling Shareholders (3) Number of Shares to be Owned after this Offering (4) Percentage to be Beneficially Owned after this Offering (4) (5)
T. Shanthi Priya 20,000 20,000 0 0%
S. Bharath 20,000 20,000 0 0%
Srinivasan Kannan 60,000 60,000 0 0%
Prashant Kothari 20,000 20,000 0 0%
Thandava Krishna Murthy 20,000 20,000 0 0%
Veerappan Nagappan 645,000 494,250 150,750 0.36%
Rama Subramani Lakshmi 20,000 20,000 0 0%
Rama Subramani Radha 20,000 20,000 0 0%
Rama Subramani Ramani 20,000 20,000 0 0%
Lata Awtaney 20,000 20,000 0 0%
Ajay Awtaney 20,000 20,000 0 0%
Harish Awtaney 20,000 20,000 0 0%
Yussuf Sajjadhusein 20,000 20,000 0 0%
Lakshmi Narayanan Sankara Krishnan 20,000 20,000 0 0%
Venkatasubramanyam Chandra Sekhar 20,000 20,000 0 0%
Duraisamy Ravichandran 20,000 20,000 0 0%
Kandasamy Balakumar 20,000 20,000 0 0%
Krishnan Narayana 20,000 20,000 0 0%
Pugalenthi Rajendiran 20,000 20,000 0 0%
Mothukuri Saikumar 20,000 20,000 0 0%
Falguni N Shah 20,000 20,000 0 0%
Ramesh Iyer 20,000 20,000 0 0%
Sharanya Viswanathan Iyer 20,000 20,000 0 0%
Madhuri M Shastri 45,000 28,250 16,750 0.04%
Haja Sowkathali Abdul Rajack 20,000 20,000 0 0%
Aniket Dogra 20,000 20,000 0 0%
Divya Chhawchharia 20,000 20,000 0 0%
Lalitha Vaidyananthan 70,000 36,500 33,500 0.08%
A. Niranjani 20,000 20,000 0 0%
A. Poornachandran 20,000 20,000 0 0%
Arunkumar Shivaraman 20,000 20,000 0 0%
Chandra Ramani 20,000 20,000 0 0%
Harsh Shah 20,000 20,000 0 0%
Hirek Dinesh Karaniya 20,000 20,000 0 0%
Kumarpal S Shah 20,000 20,000 0 0%
L. Nalina 20,000 20,000 0 0%
Lakshmikumaran Suresh 20,000 20,000 0 0%
Meyyammai Veerapan Chettiar 645,000 494,250 150,750 0.36%
N. Nagappan 20,000 20,000 0 0%
Nakul Chhawchharia 20,000 20,000 0 0%
V. Narayanan Iyer 475,000 424,750 50,250 0.12%
Narayanan Sriram 420,000 420,000 0 0%
Nikesh K Shah 170,000 69,500 100,500 0.24%
Pachamuthu Senthilkumar 20,000 20,000 0 0%
Pahlachander Sivaramakrishnan 20,000 20,000 0 0%
Mustansir Mannan Safri 20,000 20,000 0 0%
R. Parthasarathy 400,000 400,000 0 0%
Rajeshwari Viswanathan Iyer 20,000 20,000 0 0%
Reena Kaushik 20,000 20,000 0 0%
Sanjeevi Iyyamperumal 20,000 20,000 0 0%
Shaikh Feroz Abdul Karim 20,000 20,000 0 0%
Shailesh Varudkar 45,000 28,250 16,750 0.04%
Sheela Ramesh 20,000 20,000 0 0%
Sivaramakrishnan Krishnamurthy 20,000 20,000 0 0%
Sriram Iyer 275,000 157,750 117,250 0.28%
Stephen Socorro D’Costa 20,000 20,000 0 0%
V. Mythily 20,000 20,000 0 0%
Veeraraghavan Lakshmikumaran 20,000 20,000 0 0%
Vijay Shah 20,000 20,000 0 0%
Jugalkishor Mundra 120,000 53,000 67,000 0.16%
Harishankar Chaitanya 175,000 57,750 117,250 0.28%
R Ramesh 50,000 16,500 33,500 0.08%
Vanaja Ramalingam 50,000 16,500 33,500 0.08%
Kallal Choudhury 25,000 8,250 16,750 0.04%
B. R. Venugopal 25,000 8,250 16,750 0.04%
Arvind Vishwanat 25,000 8,250 16,750 0.04%
Sachin Srinivas Bhattad 25,000 8,250 16,750 0.04%
Srinivasarangan Sundarrajan 50,000 16,500 33,500 0.08%
Sethuraman Venkataraman 25,000 8,250 16,750 0.04%
Sundrarajan Srinivasan 225,000 74,250 150,750 0.36%
Sujatha Srinivasan 100,000 33,000 67,000 0.16%
Sathayasai Ramachandran 25,000 8,250 16,750 0.04%
Simi Chadha 25,000 8,250 16,750 0.04%
Rajkumar 25,000 8,250 16,750 0.04%
Anand P Joshi 25,000 8,250 16,750 0.04%
Mahesh Manohar Pathak 25,000 8,250 16,750 0.04%
Sunil Bhatia 25,000 8,250 16,750 0.04%
Dhiral Pravin Chandaria 25,000 8,250 16,750 0.04%
Rishma Shetty 25,000 8,250 16,750 0.04%
Amber Singhania 25,000 8,250 16,750 0.04%
Haridas M Nayak 25,000 8,250 16,750 0.04%
Shankar K 25,000 8,250 16,750 0.04%
Chandrakanta Bhutada 25,000 8,250 16,750 0.04%
Joseph Serrao 25,000 8,250 16,750 0.04%
N L Dharmasamvardhani 25,000 8,250 16,750 0.04%
Davinder Pal Singh 50,000 16,500 33,500 0.08%
Daniel Mathews 50,000 16,500 33,500 0.08%
Vignesh Nayak 50,000 16,500 33,500 0.08%
Rajiv Bhambani 50,000 16,500 33,500 0.08%
Divya Pawan Chandak 50,000 16,500 33,500 0.08%
Sanjay Jain 50,000 16,500 33,500 0.08%
Deepa Vishwanathan 50,000 16,500 33,500 0.08%
Jaishankar Srinivasan 100,000 33,000 67,000 0.16%
Mouseback Limited 125,000 41,250 83,750 0.20%
Manoj Ram awtar Yadav 125,000 41,250 83,750 0.20%
Alagappan Muthuraman 125,000 41,250 83,750 0.20%
Kathiresan Annamalai 125,000 41,250 83,750 0.20%
V. Subramanian 70,000 36,500 33,500 0.08%
Mahesh V Chandak (HUF) 75,000 24,750 50,250 0.12%
Prashant Devendra Chonkar 250,000 82,500 167,500 0.40%
Venkat Krishnan 250,000 82,500 167,500 0.40%
Tan Si-Ruo 300,000 99,000 201,000 0.48%
C. Arumugam 36,160 36,160 0 0%
Maithili Vishwanathan 20,000 20,000 0 0%
Sangita Rajeev Mundra 20,000 20,000 0 0%
Seema Narayan 20,000 20,000 0 0%
Shanta Narayan 20,000 20,000 0 0%
Sudha Karthik Ramakrishnan 40,000 40,000 0 0%
Gowrisankaran Ramya 40,000 40,000 0 0%
Sunil Kumar Sharma 20,000 20,000 0 0%
Rita Shan 20,000 20,000 0 0%
Shweta Shenoy 20,000 20,000 0 0%
Gomathi Sundar 20,000 20,000 0 0%
N Sundar 20,000 20,000 0 0%
Rajagaopal Govindasamy 1,000,000 1,000,000 0 0%
Unifina Capital Partners 6,000,000 1,980,000 4,020,000 9.65%

 

1.None of the Selling Shareholders are Broker/Dealers, or affiliates with or controlled by any Broker/Dealer.
2.Includes shares of Common Stock for which the Selling Shareholders has the right to acquire beneficial ownership within 60 days.
3.This table assumes that each Selling Shareholder will sell all shares offered for sale by it under this Registration Statement. Security holders are not required to sell their shares.
4.Assumes that all shares of Common Stock registered for resale by this Prospectus have been sold.
5.Based on 41,646,160 shares of Common stock issued and outstanding as of November 18, 2013.
6.Mr. Suresh Venkatachari controls Unifina Capital Partners, additionally he was the former sole officer and director of the Company. He resigned from all positions with the Company as of June 24, 2013.

95
 

[RESALE PROSPECTUS ALTERNATE PAGE]

 

PLAN OF DISTRIBUTION

 

The selling security holders may sell some or all of their shares at a fixed price of $0.30 per share until our shares are quoted on the OTCBB and thereafter at prevailing market prices or privately negotiated prices. Prior to being quoted on the OTCBB, shareholders may sell their shares in private transactions to other individuals. Although our common stock is not listed on a public exchange, we will be filing to obtain a listing on the Over the Counter Bulletin Board concurrently with the filing of this prospectus. In order to be quoted on the Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved. However, sales by selling security holder must be made at the fixed price of $0.30 until a market develops for the stock.

 

Once a market has been developed for our common stock, the shares may be sold or distributed from time to time by the selling stockholders directly to one or more purchasers or through brokers or dealers who act solely as agents, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, which may be changed. The distribution of the shares may be effected in one or more of the following methods:

 

· ordinary brokers transactions, which may include long or short sales,

·transactions involving cross or block trades on any securities or market where our common stock is trading, market where our common stock is trading,
·through direct sales to purchasers or sales effected through agents,
·through transactions in options, swaps or other derivatives (whether exchange listed of otherwise), or exchange listed or otherwise), or
·any combination of the foregoing.

 

In addition, the selling stockholders may enter into hedging transactions with broker-dealers who may engage in short sales, if short sales were permitted, of shares in the course of hedging the positions they assume with the selling stockholders. The selling stockholders may also enter into option or other transactions with broker-dealers that require the delivery by such broker-dealers of the shares, which shares may be resold thereafter pursuant to this prospectus.

 

Brokers, dealers, or agents participating in the distribution of the shares may receive compensation in the form of discounts, concessions or commissions from the selling stockholders and/or the purchasers of shares for whom such broker-dealers may act as agent or to whom they may sell as principal, or both (which compensation as to a particular broker-dealer may be in excess of customary commissions). Neither the selling stockholders nor we can presently estimate the amount of such compensation. We know of no existing arrangements between the selling stockholders and any other stockholder, broker, dealer or agent relating to the sale or distribution of the shares. We will not receive any proceeds from the sale of the shares of the selling security holders pursuant to this prospectus. We have agreed to bear the expenses of the registration of the shares, including legal and accounting fees, and such expenses are estimated to be approximately $85,000.

 

Notwithstanding anything set forth herein, no FINRA member will charge commissions that exceed 8% of the total proceeds of the offering.

 

In connection with the sale of shares, the selling shareholders and any participating broker or dealer may be deemed to be "underwriters" within the meaning of the Securities Act, and any profits on the sale of shares or commissions they receive may be deemed to be underwriting discounts and commissions under the Securities Act.

 

There is no assurance that the selling shareholders will sell any or all of the shares offered by them hereby.

96
 

 

[RESALE PROSPECTUS ALTERNATE PAGE]

 

PROSPECTUS

 

KM WEDDING EVENTS MANAGEMENT, INC.

11501 Dublin Blvd., Suite 200

Dublin, CA 94568

Phone: (925) 891-8029

Fax: (925) 891-8028

 

7,912,660 shares of Common Stock

 

November 18, 2013

 

 

DEALER PROSPECTUS DELIVERY OBLIGATION

 

Until May 18, 2014, all dealers that effect transactions in these securities, whether or not participating in this Offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

97
 

PART II – INFORMATION NOT REQUIRED IN PROSPECTUS

 

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

 

The following table sets forth estimated expenses expected to be incurred in connection with the issuance and distribution of the securities being registered. All such expenses will be paid by us.

 

Securities and Exchange Commission Registration Fee $ 700.00
Audit Fees and Expenses $ 35,000
Legal Fees and Expenses $ 45,000
Transfer Agent and Registrar Fees and Expenses $ 2,500
Miscellaneous Expenses $ 1,800
Total $ 85,000*
* Estimate Only    

 

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

 

The officers and directors of the Company are indemnified as provided by the Delaware General Corporation Law and the Bylaws of the Company. Unless specifically limited by a corporation’s Certificate of Incorporation, Delaware law automatically provides directors with immunity from monetary liabilities. Excepted from that immunity are:

 

  1. willful failure to deal fairly with the corporation or its shareholders in connection with a matter in which the director has a material conflict of interest;

  1. a violation of criminal law unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful;

  1. a transaction from which the director derived an improper personal profit; and

  1. willful misconduct.

 

The Certificate of Incorporation provide that the Company will indemnify its officers, directors, legal representatives, and persons serving at the request of the Company as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise to the fullest extent legally permissible under the laws of the State of Delaware against all expenses, liability and loss (including attorney’s fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by that person as a result of that connection to the Company. This right of indemnification under the Certificate of Incorporation is a contract right which may be enforced in any manner by such person and extends for such persons benefit to all actions undertaken on behalf of the Company.

 

The Bylaws of the Company provide that the Company will indemnify its directors and officers to the fullest extent not prohibited by Delaware law; provided, however, that the Company may modify the extent of such indemnification by individual contracts with its directors and officers; and, provided, further, that the Company shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under Delaware law or (iv) such indemnification is required to be made pursuant to the Bylaws.

 

The Bylaws of the Company provide that the Company will advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer, of the Company, or is or was serving at the request of the Company as a director or executive officer of another Company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefore, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under the Bylaws of the Company or otherwise.

II-1
 

 

SHAREHOLDER   SHARES 
Aniket Dogra   20,000 
Arunkumar Shivaraman   20,000 
Divya Chhawchharia   20,000 
Falguni N shah   20,000 
Harsh Shah   20,000 
Hirek Dinesh Karaniya   20,000 
Kumarpal S Shah   20,000 
Lakshmikumaran Suresh   20,000 
Lalitha Vaidyanathan   20,000 
Madhuri M Shastri   20,000 
Maithili Vishwanathan Iyer   20,000 
V. Mythily   20,000 
Nakul Chhawchharia   20,000 
V.Narayanan Iyer   400,000 
Nikesh Shah   20,000 
R.Parthasarathy   400,000 
Rajeev Jugalkishor Mundra   20,000 
Rajeshwari Viswanathan Iyer   20,000 
Ramesh Iyer   20,000 
Reena Kaushik   20,000 
Rita Shah   20,000 
Sangita Rajeev Mundra   20,000 
Seema Narayan   20,000 
Shanta Narayan   20,000 
Shailesh Varudkar   20,000 
Sharanya Viswanathan Iyer   20,000 
Sheela Ramesh   20,000 
Shweta Shenoy   20,000 
Sriram Iyer   100,000 
V. Subramanian   20,000 
Sudha Karthik Ramakrishnan   40,000 
Sunil Kumar Sharma   20,000 
Veeraraghavan Lakshmikumaran   20,000 
Vijay Shah   20,000 
Meyyammai Veerappan Chettiar   20,000 
L. Nalina   20,000 
A. Niranjani   20,000 
S.Bharath   20,000 
Veerappan Nagappan   20,000 
A.Poornachandran   20,000 
Thandava Krishna Murthy   20,000 
Venkatasubramanyam Chandra Sekhar   20,000 
N. Nagappan   20,000 
Harish Awtaney   20,000 
Lata Awtaney   20,000 
Ajay Awtaney   20,000 
Chandra Ramani   20,000 
Lakshmi Narayanan Sankara Krishnan   20,000 
Rama Subramani Lakshmi   20,000 
Rama Subramani Radha   20,000 
Rama Subramani Ramani   20,000 
T.Shanthi Priya   20,000 
Stephen Socorro D'costa   20,000 
Shaikh Feroz Abdul Karim   20,000 
Narayanan Sriram   20,000 
Kandasamy Balakumar   20,000 
Yussuf Sajjadhusein jawadwala   20,000 
Krishnan Narayana   20,000 
Mothukuri Saikumar   20,000 
Mustansir Mannan Safri   20,000 
Pachamuthu Senthilkumar   20,000 
Pahlachander Sivaramakrishnan   20,000 
Sivaramakrishnan Krishnamurthy   20,000 
Pugalenthi Rajendiran   20,000 
Sanjeevi Iyyamperumal   20,000 
Duraisamy Ravichandran   20,000 
Haja Sowkathali Abdul Rajack   20,000 
Meyyammai Veerappan Chettiar   400,000 
Veerappan Nagappan   400,000 
Narayanan Sriram   400,000 
Srinivasan Kannan   60,000 
Rajagopal Govindasamy   1000,000 
Prashant Kothari   20,000 
C Arumugam   36,160 
N Sundar   20,000 
Gomathi Sundar   20,000 
Gowrisankaran Ramya   40,000 

 

The Bylaws of the Company provide that no advance shall be made by the Company to an officer of the Company (except by reason of the fact that such officer is or was a director of the Company in which event this paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the Company.

 

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

 

Set forth below is information regarding the issuance and sales of securities without registration since inception.

 

We were incorporated in the State of Delaware on October 24, 2012. On February 14, 2013, KM entered into a Stock Purchase Agreement with KM Matrimony Pvt Ltd, a company incorporated under the 1956 Companies Act of India (“KM India”), pursuant to which KM agreed to purchase ten million (10,000,000) shares of KM India’s common stock at a price of 11 Indian Rupees ($0.21 USD) per share for an aggregate purchase price of up to two million one hundred thousand dollars ($2,100,000 USD) dollars. On February 14, 2013, KM entered into a Stock Purchase Agreement, pursuant to which KM shall purchase Three Million One Hundred and Fifty Thousand (3,150,000) shares of KM India’s common stock from Mr. Venkatesan Vaidhyanathan, Mrs. Meera Ngarajan, Mr. Sridhar Kalyanasundaram, Mr. Vijaya Bhaskar Venkatesan and Mrs. Nithya Vijaya Baskar payable in two tranches as follows: (i) Tranche A: One Million One Hundred and Fifty Thousand (1,150,000) shares of KM India’s common stock at a purchase price of 11 Indian Rupees ($0.21 USD) per share (“Tranche A”); and, (ii) Tranche B: Two Million (2,000,000) shares of KM India’s common stock at a purchase price equal to the fair market value of KM India’s shares at the time of purchase (“Tranche B”). As a result of the Stock Purchase Agreements referenced above, KM shall carry on the business of KM India as its primary business and KM India shall become a wholly-owned subsidiary of KM. These shares were issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). These shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, the shareholder had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.

 

Since inception, the Company has issued 6,000,000 shares of its common stock to an accredited investor for services rendered, with a per share price $0.001 per share. The shares were issued pursuant to Section 4(2) of the Securities Act of 1933, as they were transactions by an issuer not involving a public offering, no underwriters we used and no commissions were paid.

 

On January 14, 2013, we completed a Regulation S offering in which we sold 4,596,160 shares of common stock to 78 investors, at a price per share of $0.05 per share for aggregate proceeds of $229,808. The following sets forth the identity of the class of persons to whom we sold these shares and the amount of shares for each shareholder:

 

On May 20, 2013, we completed a Regulation S offering in which we sold 4,050,000 shares of common stock to 50 investors, at a price per share of $0.20 per share for aggregate proceeds of $810,000. The following sets forth the identity of the class of persons to whom we sold these shares and the amount of shares for each shareholder:

II-2
 
 

 

SHAREHODER SHARES
Meyyammai Veerapan Chettiar 225,000
Veerappan Nagappan 225,000
Nikesh Shah 150,000
Harishankar Chaitanya 175,000
Sriram Iyer 175,000
V.Narayanan Iyer 75,000
R Ramesh 50,000
Vanaja Ramalingam 50,000
Kallal Choudhury 25,000
B. R Venugopal 25,000
Arvind Vishwanat 25,000
Sachin Srinivas Bhattad 25,000
Srinivasarangan Sundarrajan 50,000
Sethuraman Venkataraman 25,000
Sundrarajan Srinivasan 225,000
Sujatha Srinivasan 100,000
Sathayasai Ramachandran 25,000
Simi Chadha 25,000
Rajkumar 25,000
Jugalkishor Mundra 100,000
Anand P Joshi 25,000
Mahesh Manohar Pathak 25,000
Sunil Bhatia 25,000
Davinder Pal Singh 50,000
Dhiral Pravin Chandaria 25,000
Shailesh Varudkar 25,000
Jaishankar Srinivasan 100,000
Mouseback Limited 125,000
V. Subramanian 50,000
Vignesh Nayak 50,000
Rishma Shetty 25,000
Madhuri M Shastri 25,000
Manoj Ram awtar Yadav 125,000
Mahesh V Chandak (HUF) 75,000
Lalitha Vaidyanathan 50,000
Rajiv Bhambani 50,000
Divya Pawan Chandak 50,000
Amber Singhania 25,000
Haridas M Nayak 25,000
Prashant Devendra Chonkar 250,000
Sanjay Jain 50,000
Shankar K 25,000
Venkat Krishnan 250,000
Tan Si-Ruo 300,000
Alagappan Muthuraman 125,000
Deepa Vishwanathan 50,000
Daniel Mathews 50,000
Chandrakanta Bhutada 25,000
Joseph Serrao 25,000
N L Dharmasamvardhani 25,000
Kathiresan Annamalai 125,000

 

The Common Stock issued in our Regulation S Offering was issued in a transaction not involving a public offering in reliance upon an exemption from registration provided by Rule 506 of Regulation D of the Securities Act of 1933. In accordance with Section 230.506(b)(1) of the Securities Act of 1933, these shares qualified for exemption under the Rule 506 exemption for this offerings since it met the following requirements set forth in Reg. §230.506:

 

(A) No general solicitation or advertising was conducted by us in connection with the offering of any of the Shares.

 

(B) At the time of the offering we were not: (1) subject to the reporting requirements of Section 13 or 15 (d) of the Exchange Act; or (2) an “investment company” within the meaning of the federal securities laws.

II-3
 

 

(C) Neither we, nor any of our predecessors, nor any of our directors, nor any beneficial owner of 10% or more of any class of our equity securities, nor any promoter currently connected with us in any capacity has been convicted within the past ten years of any felony in connection with the purchase or sale of any security.

 

(D) The offers and sales of securities by us pursuant to the offerings were not attempts to evade any registration or resale requirements of the securities laws of the United States or any of its states.

 

(E) None of the investors are affiliated with any of our directors, officers or promoters or any beneficial owner of 10% or more of our securities.

 

We have never utilized an underwriter for an offering of our securities.

 

ITEM 16. EXHIBITS

 

The following is a list of exhibits filed as part of this Registration Statement. Where so indicated by footnote, exhibits which were previously filed are incorporated herein by reference. Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

Exhibit Number   Description
3.1   Certificate of Incorporation of KM Wedding Events Management, Inc.(1)
3.2   Bylaws of KM Wedding Events Management, Inc. (1)
5.1   Opinion of Zouvas Law Group, P.C., regarding the legality of the shares being registered(1)
22.1   List of Subsidiaries(1)
23.1   Auditor Consent(1)
23.2   Consent of Zouvas Law Group, P.C.,  (included in Exhibit 5.1)

 

(1)Filed herewith

 

II-4
 

 

ITEM 17. UNDERTAKINGS

 

(a) The undersigned Registrant hereby undertakes to:

 

1.To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

i.To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

 

ii.To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

 

iii.To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 

Provided however, That:

 

A.Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; and

II-5
 

 

B.Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

 

2.That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

3.To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

4.If the registrant is a foreign private issuer, to file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or Rule 3-19 of this chapter if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.

 

5.That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

 

i.If the registrant is relying on Rule 430B:

 

A.Each prospectus filed by the registrant pursuant to Rule 424(b)(3)shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

 

B.Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

 

ii.If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 

6.That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

i.Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

ii.Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

iii.The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

 

iv.Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

II-6
 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on the 18th day of November, 2013.

.

 

  KM WEDDING EVENTS MANAGEMENT, INC.
   
  By: /s/ Meera Nagarajan                    
  Name: Meera Nagarajan                    
  Title:

Managing Director and

Chief Executive Officer

     

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Meera Nagarajan, as his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for her and in her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement on Form S-1 of KM Wedding Events Management, Inc., and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, grant unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

 

In accordance with the requirements of the Securities Act of 1933, this Registration Statement was signed by the following persons in the capacities and on the dates stated.

 

Signature   Title   Date
         

/s/ Meera Nagarajan

Meera Nagarajan

 

Managing Director and

Chief Executive Officer

  November 18, 2013
II-7
 

EXHIBIT INDEX

 

Exhibit Number   Description
3.1   Certificate of Incorporation of KM Wedding Events Management, Inc.(1)
3.2   Bylaws of KM Wedding Events Management, Inc. (1)
5.1   Opinion of Zouvas Law Group, P.C., regarding the legality of the shares being registered(1)
21.1   List of Subsidiaries(1)
23.1   Auditor Consent(1)
23.2   Consent of Zouvas Law Group, P.C.,  (included in Exhibit 5.1)

 

(1) Filed herewith.

II-8