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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

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

For the Quarterly Period Ended January 31, 2014

OR

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

For the transition period from _________ to_________

Commission file number 000-54347

WNS STUDIOS, INC.
(Exact name of registrant as specified in its charter)

3811 13th Avenue
Brooklyn, NY 11218
 (Address of principal executive offices) (Zip Code)

(718) 907-4105
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes  o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  o  No  x

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.

Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
x
(Do not check if a smaller reporting company)
 
 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  o  No  x

There were 4,725,000 shares of common stock, $0.0001 par value, of the issuer issued and outstanding as of March 12, 2014.
 


 
 

 
TABLE OF CONTENTS

PART I – Financial Information        
 
 
       
Item 1.
Financial Statements
    3  
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
    9  
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
    12  
Item 4.
Controls and Procedures
    12  
 
 
       
PART II – Other Information        
 
 
       
Item 1.
Legal Proceedings
    13  
Item 1A.
Risk Factors
    13  
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
    13  
Item 3.
Defaults Upon Senior Securities
    13  
Item 4.
Mine Safety Disclosures
    13  
Item 5.
Other Information
    13  
Item 6.
Exhibits
    14  
 
 
2

 
 
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.
 
WNS STUDIOS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEET
 
 
 
April 30,
2013
   
January 31,
2014
 
         
(Unaudited)
 
ASSETS
Current Assets:
           
Cash and Cash Equivalents
  $ 566     $ 12,820  
                 
Total Current Assets
    566       12,820  
                 
Total Assets
  $ 566     $ 12,820  
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
                 
Current Liabilities:
               
Accrued Liabilities
  $ 17,033     $ 17,145  
                 
Total Current Liabilities
    17,033       17,145  
                 
Long-Term Debt:
               
Note Payable Related Party
    68,926       76,404  
                 
Total Liabilities
    85,959       93,549  
                 
Commitments and Contingencies
               
                 
Stockholders’ Deficiency:
               
Preferred Stock, $.0001 par value; 10,000,000 shares authorized, none issued and outstanding
    -       -  
Common Stock, $.0001 par value; 100,000,000 shares authorized, 4,500,000 and 4,687,500 shares issued and outstanding at April 30, 2013 and January 31, 2014
    450       469  
Additional Paid-In Capital
    810       38,291  
Deficit Accumulated During the Development Stage
    (86,653 )     (119,489 )
Total Stockholders’ Deficiency
    (85,393 )     (80,729 )
                 
Total Liabilities and Stockholders’ Deficiency
  $ 566     $ 12,820  
 
The accompanying notes are an integral part of these condensed financial statements.
 
 
3

 
 
WNS STUDIOS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF OPERATIONS
(Unaudited)
 
   
For the
Nine Months Ended
   
For the
Nine Months Ended
   
For the
Three Months Ended
   
For the
Three Months Ended
   
For the Period
May 15, 2009
(Inception) to
 
   
January 31,
2013
   
January 31,
2014
   
January 31,
2013
   
January 31,
2014
   
January 31,
2014
 
                               
Revenues:
  $ -     $ -     $ -     $ -     $ -  
                                     
Costs and Expenses:
                                   
Rent
    2,250       2,250       750       750       27,750  
Consulting Fees
    -       -       -       -       9,670  
Professional Fees
    25,373       21,814       4,333       4,150       106,912  
Other General and Administrative Expenses
    3,010       5,358       932       1,630       17,931  
 
                                       
Total Costs and Expenses
    30,633       29,423       6,015       6,530       162,263  
                                         
Loss from Operations
    (30,633 )     (29,423 )     (6,015 )     (6,530 )     (162,263 )
                                         
Other Income (Expense):
                                       
Extinguishment of Debt
    -       -       -       -       52,894  
Interest Expense - Related Party
    (2,223 )     (3,413 )     (978 )     (1,146 )     (7,435 )
Interest Expense
    -       -       -       -       (2,685 )
                                         
Total Other Income (Expense)
    (2,223 )     (3,413 )     (978 )     (1,146 )     42,774  
                                         
Net Loss
  $ (32,856 )   $ (32,836 )   $ (6,993 )   $ (7,676 )   $ (119,489 )
                                         
Basic and Diluted Loss Per Common Share
  $ (0.01 )   $ (0.01 )   $ (0.00 )   $ (0.00 )        
                                         
Weighted Average Common Shares Outstanding
    4,500,000       4,528,080       4,500,000       4,584,239          

The accompanying notes are an integral part of these condensed financial statements.

 
4

 
 
WNS STUDIOS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF CASH FLOWS
(Unaudited)
 
   
For the
Nine Months Ended
   
For the
Nine Months Ended
   
For the Period
May 15, 2009
(Inception) to
 
   
January 31,
2013
   
January 31,
2014
   
January 31,
2014
 
                   
Cash Flows from Operating Activities:
                 
Net Loss
  $ (32,856 )   $ (32,836 )   $ (119,489 )
Extinguishment of Debt
                    (52,894 )
Adjustments to Reconcile Net Loss to Net Cash (Used) in Operating Activities:
                       
Increase (Decrease) in Accrued Liabilities
    (2,554 )     112       29,010  
                         
Net Cash (Used) in Operating Activities
    (35,410 )     (32,724 )     (143,373 )
                         
Cash Flows from Investing Activities:
    -       -       -  
                         
Cash Flows from Financing Activities:
                       
Proceeds from Sale of Common Stock
    -       37,500       38,760  
Proceeds of Note Payable-Related Party
    35,793       7,478       76,404  
Proceeds from Loans Payable
    -               41,029  
 
                       
Net Cash Provided by Financing Activities
    35,793       44,978       156,193  
                         
Increase in Cash
    383       12,254       12,820  
                         
Cash and Cash Equivalents – Beginning of Period
    767       566       -  
                         
Cash and Cash Equivalents – End of Period
  $ 1,150     $ 12,820     $ 12,820  
                         
Supplemental Cash Flow information:
                       
Interest Paid
  $ -     $ -     $ -  
Income Taxes Paid
  $ -     $ -     $ -  
                         
Supplemental disclosure of non cash financing activities: Memorialization of Loan Payable to Note Payable
  $ -             $ 24,644  
 
The accompanying notes are an integral part of these condensed financial statements.

 
5

 
 
WNS STUDIOS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
 
NOTE 1 - Origination and Basis of Presentation
 
WNS Studios, Inc. (“the Company”) was incorporated on May 15, 2009 under the laws of the State of Nevada. The Company has not yet generated revenues from planned principal operations and is considered a development stage company. The Company intends to promote, sell and distribute films for studios. There is no assurance, however, that the Company will achieve its objectives or goals.
 
In the opinion of the Company’s management, the accompanying unaudited condensed financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the information set forth therein. These financial statements are condensed and therefore do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. These condensed financial statements should be read in conjunction with the Company’s April 30, 2013 audited financial statements and notes on Form 10-K filed on July 19, 2013
 
Results of operations for interim periods are not necessarily indicative of the results of operations for a full year.
 
The Company is a development stage company and has not commenced planned principal operations. The Company has no revenues and incurred a net loss of $32,836 for the nine months ended January 31, 2014 and a net loss of $119,489 for the period May 15, 2009 (inception) to January 31, 2014. In addition, the Company had a working capital deficiency of $4,325 and stockholders' deficiency of $80,729 at January 31, 2014. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
 
There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources such as debt or equity financings or other potential sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company’s existing stockholders.
 
The accompanying financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.
 
The Company is attempting to address its lack of liquidity by raising additional funds, either in the form of debt or equity or some combination thereof. On November 1, 2011, the Company began borrowing funds from P&G Holdings LLC., an entity of which Moses Gross, the Company’s CEO, has a 33% ownership interest under the terms of a note whereby the borrowing cannot exceed $126,275. As of January 31, 2014 the Company has an outstanding balance of $76,404 (see Note 2). The Company is currently raising capital through a public offering of its common stock (see Note 4).
 
 
6

 
 
WNS STUDIOS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
 
NOTE 2 - Note Payable – Related Party
 
On November 1, 2011 the Company issued a promissory note to P&G Holdings LLC, an entity that is 33% owned by Moses Gross, the Company’s CEO and significant stockholder. The note bears interest at 6% per annum and is due November 1, 2015. Under the terms of the note, the Company may borrow from P&G, from time to time, any amount in increments of up to $100,000, however that the aggregate principal amount outstanding under the note shall not exceed $126,275. As of January 31, 2014 the total outstanding principal was $ 76,404 and accrued interest on this note was $7,435. Interest expense on this note was $3,413 and $2,223 for the nine months ended January 31, 2014 and January 31, 2013, respectively.
 
Maturities of this debt are as follows:
 
January 31, 2015
   
-
 
November 1, 2015
   
76,404
 
         
   
$
76,404
 
 
NOTE 3 - Preferred Stock
 
The Company’s Board of Directors may, without further action by the Company’s stockholders, from time to time, direct the issuance of any authorized but unissued or unreserved shares of preferred stock in series and at the time of issuance, determine the rights, preferences and limitations of each series. The holders of preferred stock may be entitled to receive a preference payment in the event of any liquidation, dissolution or winding-up of the Company before any payment is made to the holders of the common stock. Furthermore, the board of directors could issue preferred stock with voting and other rights that could adversely affect the voting power of the holders of the common stock.
 
NOTE 4 - Common Stock
 
On May 15, 2009 the Company issued 3,600,000 shares of common stock to its Founder for $360.
 
On February 8, 2010 the Company sold 900,000 shares of common stock to private investors at $.001 per share for gross proceeds of $900.
 
On August 29, 2013, the Company filed a Form S-1 Registration Statement in connection with a public offering to sell a maximum of 250,000 shares of common stock at $0.20 per share for gross proceeds of $50,000. The S-1 Registration Statement became effective on November 4, 2013. In connection with this public offering, the Company sold 187,500 shares for gross proceeds of $37,500 during the quarter ended January 31, 2014.

 
7

 
 
WNS STUDIOS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
 
NOTE 5 - Changes in Management and Ownership

On November 14, 2011, the board appointed Moses Gross as an officer and a member of the board and elected Moses Gross as President and Chief Executive Officer.
 
On November 14, 2011 Yehoshua Lustig resigned from all his positions within the Company.
 
On November 14, 2011 David Leifer resigned from all his positions within the Company.
 
On November 14, 2011 Yehoshua Lustig sold 3,600,000 shares of common stock to Moses Gross for $3,600 in a private transaction. 
 
NOTE 6 - Termination of Agreements
 
On November 14, 2011, pursuant to a general release agreement Shmuel Shneibalg and the Company terminated the Going Public agreement dated as of May 16, 2010 as amended as of October 1, 2010, and the Office Service Agreement dated as of May 16, 2010, and discharged all fees resulting from the agreements. Furthermore, outstanding loans and note payable totaling $41,029 and related accrued interest in the amount of $2,685 due to Hatzlacha were forgiven by Shmuel Shneibalg. Additionally the company owed Hatzlacha consulting fees of $9,000 and accrued telephone expense of $180 that were forgiven. Accordingly, the Company recorded $52,894 debt extinguishment for the year ended April 30, 2012.
 
NOTE 7 - Commitments and Contingencies
 
On November 1, 2011, the Company entered into a two year lease agreement for office space, calling for rent payments of $250 per month. As of November 1, 2013 the Company is renting space on a month to month basis at the same rate of $250 per month.
 
NOTE 8 - Subsequent Events

For the period February 1, 2014 thru March 11, 2014, the Company received gross proceeds of $7,500 for the sale of 37,500 shares of its common stock in connection with its public offering (see Note 4).
 
 
8

 
 
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
As used in this Form 10-Q, references to “WNS Studios,” the “Company,” “we,” “our” or “us” refer to WNS Studios, Inc. unless the context otherwise indicates.
 
Forward-Looking Statements
 
The following discussion should be read in conjunction with our financial statements, which are included elsewhere in this Form 10-Q (the “Report”). This Report contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
 
While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. We assume no obligation to update forward-looking statements, except as otherwise required under the applicable federal securities laws.

Overview

Plan of Operation

We were incorporated under the laws of the State of Nevada on May 15, 2009. We are a development stage company. We intend to acquire suitable scripts or the rights to scripts to promote, syndicate and produce for commercial distribution. We will attempt to raise funds for such productions from private investors through debt or equity financings.
 
 From our inception to date, we have not generated any revenues, and our operations have been limited to organizational, start-up, capital formation activities. We currently have no employees other than our sole executive officer and director.
 
We do not have a functioning website at this time.
 
Through the contacts of our sole officer and director, Moses Gross, we intend to locate scripts that we believe suitable for development into final productions. We plan to purchase such script or the rights to use such script from the author in accordance with terms negotiated with such author, which may or may not include royalties. We would then locate a suitable film or television studio to produce the script. We would have to determine production costs and budgets necessary to develop the script. Once we have determined the cost of a production and established a final budget, we plan to promote the scripts to private investors in an effort to raise financing through private placement offerings of debt or equity. If we are successful in raising sufficient financing for the production of the finished product, we will have to hire talent, contract with vendors and a film or television company for the actual production of each script. We will be responsible for all of the production costs. We plan to distribute the finished product to distribution houses, studios and to showcase at film festivals and by cold calling. Our plan is to generate revenues from marketing and distributing the final production.
 
 
9

 
 
We currently have no arrangements with any script writers or producers. Upon entering into agreements with third parties, based upon such agreements the Company will be able to determine when revenues will be recognized. Currently the Company has no revenue source. Revenues from the sale or licensing of films and is recognized upon meeting all recognition requirements of Statement of Position (SOP) 00-2 ‘‘Accounting by Producers or Distributors of Films’’. Revenue from the theatrical release of feature films is recognized at the time of exhibition based on the Company’s participation in box office receipts. Revenue from the sale of digital video disks (‘‘DVDs’’) in the retail market, net of an allowance for estimated returns and other allowances, is recognized on the later of shipment to the customer or ‘‘street date’’ (when it is available for sale by the customer). Under revenue sharing arrangements, rental revenue is recognized when the Company is entitled to receipts and such receipts are determinable. Revenue from sales to international territories is recognized when access to the feature has been granted or delivery has occurred, as required under the sales contract, and the right to exploit the feature film has commenced.
 
We filed a registration statement with the SEC to offer and sell a maximum of 250,000 shares of common stock at a fixed price of $.20 per share. In connection with this public offering, the Company sold 187,500 shares for gross proceeds of $37,500 during the quarter ended January 31, 2014. The Company has no other arrangement to finance its planned operations through the offering of debt or equity securities to private investors.

We also intend to borrow from P&G Holdings LLC (“P&G”), an entity owned 33% by Moses Gross, our sole officer and director, to fund our operations until we locate a suitable script to produce and finalize an agreement with the author or playwright. The time frame to produce a film varies on the project, and marketing efforts will begin upon the start of the film production through film festivals and cold calling. Revenues, if any, will be generated only through the sales of the finished product.

Through the contacts of our sole officer and director, Moses Gross, we hope to find a script which Mr. Gross feels would be appropriate. After entering into an agreement with the author of the script, the Company will then cold call individual movie producers requesting them to avail themselves of our services. We currently have no arrangements with any script writers or producers.

During the next 12 months we estimate that we will need a minimum of $59,300 to utilize for website ($9,300); marketing ($11,000); travel ($5,000); rent ($3,000) and costs of operating as a public company (legal $17,000; accounting $14,000).

If we are not successful and do not commence operations, we estimate that we will need no less than $24,120, or approximately $2,010 on a monthly basis, for rent ($3,000, or $250 per month); legal ($12,000); accounting ($8,000); telephone $720 ($60 per month) and miscellaneous ($400).
 
On a monthly basis we incur approximately $4,940 of expenses. Since we currently do not have sufficient available cash, we will continue offering our securities and borrowing from P&G to pay for our expenses. We currently have no plans or arrangements to obtain financing through private offerings of debt or equity. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since the Company has no such arrangements or plans currently in effect, our inability to raise funds for the above purposes will have a severe negative impact on our ability to remain a viable company.

Currently the Company has the ability to borrow up to $126,275 from P&G. As of January 31, 2014 the total outstanding principal was $76,404 and accrued interest on this note was $7,435. There can be no assurance that sufficient funds required in the future will be generated from operations or that funds will be available from external sources such as debt or equity financings or other potential sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company’s existing stockholders.
 
Results of Operations
 
For the three months ended January 31, 2014 and January 31, 2013

Revenues

The Company is in its development stage and did not generate any revenues during the three months ended January 31, 2014 and January 31, 2013.

Total operating expenses
 
For the three months ended January 31, 2014, total operating expenses were $6,530, which included professional fees of $4,150, rent of $750 and general and administrative expenses of $1,630. For the three months ended January 31, 2013, total operating expenses were $6,015, which included rent in the amount of $750, professional fees in the amount of $4,333 and general and administrative expenses of $932. The amount of operating expenses increased approximately 8.5% as a result of the increase in general and administrative expenses.

 
10

 
 
Net loss

For the three months ended January 31, 2014, the Company had a net loss of $7,676, as compared to a net loss for the three months ended January 31, 2013 of $6,993. For the period May 15, 2009 (inception) to January 31, 2014 the Company incurred a net loss of $119,489.

For the nine months ended January 31, 2014 and January 31, 2013

Revenues

The Company is in its development stage and did not generate any revenues during the six months ended January 31, 2014 and January 31, 2013.

Total operating expenses
 
For the nine months ended January 31, 2014, total operating expenses were $29,423, which included professional fees of $21,814, rent of $2,250 and general and administrative expenses of $5,358. For the nine months ended January 31, 2013, total operating expenses were $30,633, which included rent in the amount of $2,250, professional fees in the amount of $25,373 and general and administrative expenses of $3,010.

Net loss

For the nine months ended January 31, 2014, the Company had a net loss of $32,836, as compared to a net loss for the nine months ended January 31, 2013 of $32,856.

Liquidity and Capital Resources

As of January 31, 2014, the Company had a cash balance of $12,820. We do not have sufficient funds to operate for the next twelve months. There can be no assurance that additional capital will be available to the Company. As of January 31, 2014 the total outstanding principal on the note to P&G was $76,404 and accrued interest on this note was $7,435. Interest is payable on the principal owed to P&G at the annual rate of 6%; interest and principal are due and payable on November 1, 2015.

During the quarter ended January 31, 2014, the Company sold 187,500 shares for gross proceeds of $37,500 pursuant to its registration statement. For the period February 1, 2014 thru March 11, 2014, the Company received gross proceeds of an additional $7,500 for the sale of 37,500 shares of its common stock in connection with this public offering.

Other than the current offering to sell an aggregate of 250,000 shares at $0.20 per share and the loan from P&G described above, we currently have no agreements, arrangements or understandings with any person or entity to obtain funds through bank loans, lines of credit or any other sources. Since the Company has no such arrangements or plans currently in effect, its inability to raise funds for the above purposes will have a severe negative impact on its ability to remain a viable company.
 
 
11

 
 
Going Concern Consideration

The Company is a development stage company and has not commenced planned principal operations. The Company has no revenues and incurred a net loss of $32,836 for the nine months ended January 31, 2014 and a net loss of $119,489 for the period May 15, 2009 (inception) to January 31, 2014. In addition, the Company had a working capital deficiency of $4,325 and stockholders' deficiency of $80,729 at January 31, 2014. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

The Company believes that it will need approximately $60,000 to fund its expenses and execute its business plan over the next twelve months. There can be no assurance that additional capital will be available to us or available on terms favorable to us. If additional funds are raised by the issuance of our equity securities, such as through the issuance and exercise of warrants, then existing stockholders will experience dilution of their ownership interest. If additional funds are raised by the issuance of debt or other equity instruments, we may be subject to certain limitations in our operations, and issuance of such securities may have rights senior to those of the then existing holders of common stock. If adequate funds are not available or not available on acceptable terms, we may be unable to fund and develop our business.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.

Item 4. Controls and Procedures.
.
Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the United States Securities and Exchange Commission. Our Chief Executive Officer and our Chief Financial Officer have evaluated the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of January 31, 2014, the end of the period covered by this report and have concluded that our disclosure controls and procedures were effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner.

Changes in Internal Controls over Financial Reporting
 
During the quarter ended January 31, 2014, there was no changes in internal control over financial reporting that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.
 
 
12

 

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

Item 1A. Risk Factors.

A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.

Item 2. Unregistered Sale of Securities and Use of Proceeds.

None

Item 3. Defaults upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other information.

None.

 
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Item 6. Exhibits.

Exhibit No.
 
Description
     
31
 
Rule 13a-14(a)/15d-14(a) Certifications
 
 
 
32
 
Section 1350 Certifications
 
101.INS **
 
XBRL Instance Document
     
101.SCH **
 
XBRL Taxonomy Extension Schema Document
     
101.CAL **
 
XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF **
 
XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB **
 
XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE **
 
XBRL Taxonomy Extension Presentation Linkbase Document
 
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 
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SIGNATURES

Pursuant to the requirements of the Securities Exchange act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
  WNS STUDIOS, INC.  
       
Dated: March 14, 2014
By:
/s/ Moses Gross  
  Name: Moses Gross  
  Title:  President, Chief Executive Officer, Treasurer and a director (Principal Executive, Financial and Accounting Officer)   
 
 
 
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