10-Q

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 October 31, 2013

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 4,550,000 shares of common stock, $0.0001 par value, of the issuer issued and outstanding as of December 10, 2013.

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

ASSETS
	April 30, 2013			October 31, 2013
				(Unaudited)
Current Assets:
Cash and Cash Equivalents	$	566		$	179
Total Current Assets		566			179
Total Assets	$	566		$	179
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current Liabilities:
Accrued Liabilities	$	17,033		$	34,327
Total Current Liabilities		17,033			34,327
Long-Term Debt:
Note Payable Related Party		68,926			76,404
Total Liabilities		85,959			110,731
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 shares issued and outstanding		450			450
Additional Paid-In Capital		810			810
Deficit Accumulated During the Development Stage		(86,653	)		(111,812	)
Total Stockholders’ Deficiency		(85,393	)		(110,552	)
Total Liabilities and Stockholders’ Deficiency	$	566		$	179

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 Six Months Ended			For the Six Months Ended			For the Three Months Ended			For the Three Months Ended			For the Period May 15, 2009 (Inception) to
	October 31, 2013			October 31, 2012			October 31, 2013			October 31, 2012			October 31, 2013
Revenues:	$	-		$	-		$	-		$	-		$	-
Costs and Expenses:
Rent		1,500			1,500			750			750			27,000
Consulting Fees		-			-			-			-			9,670
Professional Fees		17,664			21,040			9,440			5,700			102,762
Other General and Administrative Expenses		3,728			2,078			1,692			216			16,301
Total Costs and Expenses		22,892			24,618			11,882			6,666			155,733
Loss from Operations		(22,892	)		(24,618	)		(11,882	)		(6,666	)		(155,733	)
Other Income (Expense):
Extinguishment of Debt		-			-			-			-			52,894
Interest Expense - Related Party		(2,267	)		(1,246	)		(1,146	)		(838	)		(6,288	)
Interest Expense		-			-			-			-			(2,685	)
Total Other Income (Expense)		(2,267	)		(1,246	)		(1,146	)		(838	)		43,921
Net Loss	$	(25,159	)	$	(25,864	)	$	(13,028	)	$	(7,504	)	$	(111,812	)
Basic and Diluted Loss Per Common Share	$	(0.01	)	$	(0.01	)	$	(0.00	)	$	(0.00	)
Weighted Average Common Shares
Outstanding		4,500,000			4,500,000			4,500,000			4,500,000

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 Six Months Ended			For the Six Months Ended			For the Period May 15, 2009 (Inception) to
	October 31, 2013			October 31, 2012			October 31, 2013
Cash Flows from Operating Activities:
Net Loss	$	(25,159	)	$	(25,864	)	$	(111,812	)
Extinguishment of Debt		-			-			(52,894	)
Adjustments to Reconcile Net Loss to
Net Cash (Used) in Operating Activities:
Increase in Accrued Liabilities		17,294			47			46,192
Net Cash (Used) in Operating Activities		(7,865	)		(25,817	)	$	(118,514	)
Cash Flows from Investing Activities:		-			-			-
Cash Flows from Financing Activities:
Proceeds from Sale of Common Stock		-			-			1,260
Proceeds of Note Payable-Related Party		7,478			26,200			76,404
Proceeds from Loans Payable		-			-			41,029
Net Cash Provided by Financing Activities		7,478			26,200			118,693
Increase (Decrease) in Cash		(387	)		383			179
Cash and Cash Equivalents – Beginning of Period		566			767			-
Cash and Cash Equivalents – End of Period	$	179		$	1,150		$	179
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 $25,159 for the six months ended October 31, 2013 and a net loss of $111,812 for the period May 15, 2009 (inception) to October 31, 2013. In addition, the Company had a working capital deficiency of $34,148 and stockholders' deficiency of $110,552 at October 31, 2013. 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 October 31, 2013 the Company has an outstanding balance of $76,404 (see Note 2). The Company is currently attempting to raise capital through a public offering of its common stock (see Note 5). There can be no assurances that the Company will be able to raise the additional funds it requires.

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 October 31, 2013 the total outstanding principal was $ 76,404 and accrued interest on this note was $6,288. Interest expense on this note was $2,267 and $1,246 for the six months ended October 31, 2013 and October 31, 2012, respectively.

Maturities of this debt are as follows:

October 31, 2014	$	-
October 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.

NOTE 5 -   Public Offering

On August 29, 2013, the Company filed a Form S-1 Registration Statement in connection with a proposed public offering to sell a maximum of 250,000 shares of common stock at $0.20 per share for gross proceeds of $50,000. There can be no assurances that such offering will be successful. The S-1 Registration Statement became effective on November 4, 2013.

7

WNS STUDIOS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 6 -   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 7 -   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 8 -   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 9 -   Subsequent Events

During November and December 2013, the Company received gross proceeds of $10,000 for the sale of 50,000 shares of its common stock in connection with its public offering (see Note 5).

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.

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.

9

We recently 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. There is no assurance that we will be successful in this proposed self-directed offering. There is no minimum number of shares that must be sold by us for the offering to proceed, so there is no assurance that we will be successful in raising the $50,000 of gross proceeds. The Company has no other arrangement to finance its planned operations through the offering of debt or equity securities to private investors. We alsointend 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 ($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 October 31, 2013, we borrowed $76,404 from P&G. 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 October 31, 2013 and October 31, 2012

Revenues

The Company is in its development stage and did not generate any revenues during the three months ended October 31, 2013 and October 31, 2012.

Total operating expenses

For the three months ended October 31, 2013, total operating expenses were $11,882, which included professional fees of $9,440, rent of $750 and general and administrative expenses of $1,692. For the three months ended October 31, 2012, total operating expenses were $6,666, which included rent in the amount of $750, professional fees in the amount of $5,700 and general and administrative expenses of $216. The amount of operating expenses increased approximately 78% as a result of the increase in professional fees and transfer agent fees as a result of the registration statement process.

10

Net loss

For the three months ended October 31, 2013, the Company had a net loss of $13,028, as compared to a net loss for the three months ended October 31, 2012 of $7,504. For the period May 15, 2009 (inception) to October 31, 2013 the Company incurred a net loss of $111,812.

For the six months ended October 31, 2013 and October 31, 2012

Revenues

The Company is in its development stage and did not generate any revenues during the six months ended October 31, 2013 and October 31, 2012.

Total operating expenses

For the six months ended October 31, 2013, total operating expenses were $22,892, which included professional fees of $17,664, rent of $1,500 and general and administrative expenses of $3,728. For the six months ended October 31, 2012, total operating expenses were $24,618, which included rent in the amount of $1,500, professional fees in the amount of $21,040 and general and administrative expenses of $2,078.

Net loss

For the six months ended October 31, 2013, the Company had a net loss of $25,159, as compared to a net loss for the six months ended October 31, 2012 of $25,864.

Liquidity and Capital Resources

As of October 31, 2013, the Company had a cash balance of $179. 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 October 31, 2013 we were indebted to P&G in the principal amount of $76,404 and accrued interest was $6,288. 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.

As of December 10, 2013, we offered and sold an aggregate of 50,000 shares pursuant to our registration statement and generated gross proceeds of $10,000.

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.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

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 $25,159 for the six months ended October 31, 2013 and a net loss of $111,812 for the period May 15, 2009 (inception) to October 31, 2013. In addition, the Company had a working capital deficiency of $34,148 and stockholders' deficiency of $110,552 at October 31, 2013. 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 $1,000,000 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 October 31, 2013, 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 October 31, 2013, 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.

13

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.

14

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: December 13, 2013	By:	/s/ Moses Gross
	Name:	Moses Gross
	Title:	President, Chief Executive Officer, Treasurer and a director (Principal Executive, Financial and Accounting Officer)

15

EX-31

EXHIBIT 31

CERTIFICATIONS OF

CHIEF EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002

I, Moses Gross, certify that:

1. I have reviewed the quarterly report on Form 10-Q for the quarterly period ended October 31, 2013 of WNS Studios, Inc. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: December 13, 2013	By:	/s/ Moses Gross
	Name:	Moses Gross
	Title:	President, Chief Executive Officer, Treasurer and a director (Principal Executive, Financial and Accounting Officer)

EX-32

EXHIBIT 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Moses Gross, President, Chief Executive Officer, Treasurer and a director of WNS Studios, Inc. (the “Company”), certifies, under the standards set forth and solely for the purposes of 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of the Company for the quarter ended October 31, 2013 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in that Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: December 13, 2013	By:	/s/ Moses Gross
	Name:	Moses Gross
	Title:	President, Chief Executive Officer, Treasurer and a director (Principal Executive, Financial and Accounting Officer)

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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Note Payable - Related Party (Details) (USD $)	Oct. 31, 2013	Apr. 30, 2013
Maturities of debt
Note Payable Related Party	$ 76,404	$ 68,926
October 31,2014 [Member]
Maturities of debt
Note Payable Related Party
October 31,2015 [Member]
Maturities of debt
Note Payable Related Party
November 1, 2015 [Member]
Maturities of debt
Note Payable Related Party	$ 76,404

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Condensed Statement of Operations (Unaudited) (USD $)	3 Months Ended		6 Months Ended		54 Months Ended
	Oct. 31, 2013	Oct. 31, 2012	Oct. 31, 2013	Oct. 31, 2012	Oct. 31, 2013
Condensed Statement Of Operations
Revenues:			$ 0
Costs and Expenses:
Rent	750	750	1,500	1,500	27,000
Consulting Fees					9,670
Professional Fees	9,440	5,700	17,664	21,040	102,762
Other General and Administrative Expenses	1,692	216	3,728	2,078	16,301
Total Costs and Expenses	11,882	6,666	22,892	24,618	155,733
Loss from Operations	(11,882)	(6,666)	(22,892)	(24,618)	(155,733)
Other Income (Expense):
Extinguishment of Debt					52,894
Interest Expense - Related Party	(1,146)	(838)	(2,267)	(1,246)	(6,288)
Interest Expense					(2,685)
Total Other Income (Expense)	(1,146)	(838)	(2,267)	(1,246)	43,921
Net Loss	$ (13,028)	$ (7,504)	$ (25,159)	$ (25,864)	$ (111,812)
Basic and Diluted Loss Per Common Share	$ 0	$ 0	$ (0.01)	$ (0.01)
Weighted Average Common Shares Outstanding	4,500,000	4,500,000	4,500,000	4,500,000

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Public Offering

6 Months Ended

Oct. 31, 2013

Notes to Financial Statements

NOTE 5 - Public Offering

On August 29, 2013, the Company filed a Form S-1 Registration Statement in connection with a proposed public offering to sell a maximum of 250,000 shares of common stock at $0.20 per share for gross proceeds of $50,000. There can be no assurances that such offering will be successful. The S-1 Registration Statement became effective on November 4, 2013.

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Note Payable - Related Party (Details Narrative) (USD $)	3 Months Ended		6 Months Ended		54 Months Ended
	Oct. 31, 2013	Oct. 31, 2012	Oct. 31, 2013	Oct. 31, 2012	Oct. 31, 2013	Apr. 30, 2013
Note Payable - Related Party Details Narrative
Note bears interest rate	6.00%		6.00%		6.00%
Accrued interest on notes	$ 6,288		$ 6,288		$ 6,288
Note Payable Related Party	76,404		76,404		76,404	68,926
Interest expense related party	$ 1,146	$ 838	$ 2,267	$ 1,246	$ 6,288

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Origination and Basis of Presentation

6 Months Ended

Oct. 31, 2013

Notes to 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 $25,159 for the six months ended October 31, 2013 and a net loss of $111,812 for the period May 15, 2009 (inception) to October 31, 2013.  In addition, the Company had a working capital deficiency of $34,148 and stockholders' deficiency of $110,552 at October 31, 2013. 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 October 31, 2013 the Company has an outstanding balance of $76,404 (see Note 2).  The Company is currently attempting to raise capital through a public offering of its common stock (see Note 5). There can be no assurances that the Company will be able to raise the additional funds it requires.

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Preferred Stock

6 Months Ended

Oct. 31, 2013

Notes to Financial Statements

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.

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Changes in Management and Ownership

6 Months Ended

Oct. 31, 2013

Notes to Financial Statements

NOTE 6 - 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. 

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Common Stock

6 Months Ended

Oct. 31, 2013

Notes to Financial Statements

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.

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Condensed Balance Sheet (Parenthetical) (USD $)	Oct. 31, 2013	Apr. 30, 2013
Stockholders' Deficiency:
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, Authorized	10,000,000	10,000,000
Preferred stock, Issued	0	0
Preferred stock, outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, Authorized	100,000,000	100,000,000
Common stock, Issued	4,500,000	4,500,000
Common stock, outstanding	4,500,000	4,500,000

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Subsequent Events

6 Months Ended

Oct. 31, 2013

Notes to Financial Statements

NOTE 9 - Subsequent Events

During November and December 2013, the Company received gross proceeds of $10,000 for the sale of 50,000 shares of its common stock in connection with its public offering (see Note 5).

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Condensed Statement of Cash Flows (Unaudited) (USD $)	6 Months Ended		54 Months Ended
	Oct. 31, 2013	Oct. 31, 2012	Oct. 31, 2013
Cash Flows from Operating Activities:
Net Loss	$ (25,159)	$ (25,864)	$ (111,812)
Extinguishment of Debt			(52,894)
Adjustments to Reconcile Net Loss to Net Cash (Used) in Operating Activities:
Increase in Accrued Liabilities	17,294	47	46,192
Net Cash (Used) in Operating Activities	(7,865)	(25,817)	(118,514)
Cash Flows from Investing Activities:
Cash Flows from Financing Activities:
Proceeds from Sale of Common Stock			1,260
Proceeds of Note Payable-Related Party	7,478	26,200	76,404
Proceeds from Loans Payable			41,029
Net Cash Provided by Financing Activities	7,478	26,200	118,693
Increase (Decrease) in Cash	(387)	383	179
Cash and Cash Equivalents - Beginning of Period	566	767
Cash and Cash Equivalents - End of Period	179	1,150	179
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

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Condensed Balance Sheet (USD $)	Oct. 31, 2013	Apr. 30, 2013
Current Assets:
Cash and Cash Equivalents	$ 179	$ 566
Total Current Assets	179	566
Total Assets	179	566
Current Liabilities:
Accrued Liabilities	34,327	17,033
Total Current Liabilities	34,327	17,033
Long-Term Debt:
Note Payable Related Party	76,404	68,926
Total Liabilities	110,731	85,959
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 shares issued and outstanding	450	450
Additional Paid-In Capital	810	810
Deficit Accumulated During the Development Stage	(111,812)	(86,653)
Total Stockholders' Deficiency	(110,552)	(85,393)
Total Liabilities and Stockholders' Deficiency	$ 179	$ 566

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Commitment and Contingencies

6 Months Ended

Oct. 31, 2013

Notes to Financial Statements

NOTE 8 - 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.

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Origination and Basis of Presentation (Detail Narrative) (USD $)	3 Months Ended		6 Months Ended		54 Months Ended
	Oct. 31, 2013	Oct. 31, 2012	Oct. 31, 2013	Oct. 31, 2012	Oct. 31, 2013	Apr. 30, 2013
Origination And Basis Of Presentation Detail Narrative
Revenues			$ 0
Net Loss	13,028	7,504	25,159	25,864	111,812
Working capital deficit	34,148		34,148		34,148
Stockholders' Deficiency	110,552		110,552		110,552	85,393
Maximum borrowing capacity	126,275		126,275		126,275
Outstanding amout	$ 76,404		$ 76,404		$ 76,404	$ 68,926

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Termination of Agreements

6 Months Ended

Oct. 31, 2013

Notes to Financial Statements

NOTE 7 - Termination of Agreements

On November 14, 2011, pursuant to a general release agreement ShmuelShneibalg 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 ShmuelShneibalg. 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.

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Note Payable - Related Party

6 Months Ended

Oct. 31, 2013

Notes to 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 October 31, 2013 the total outstanding principal was $ 76,404 and accrued interest on this note was $6,288. Interest expense on this note was $2,267 and $1,246 for the six months ended October 31, 2013 and October 31, 2012, respectively.

Maturities of this debt are as follows:

October  31, 2014	$	-
October  31, 2015		-
November 1, 2015		76,404
	$	76,404

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Common Stock (Details Narrative) (USD $)	Oct. 31, 2013	Apr. 30, 2013	May 30, 2009 Founder [Member]	Feb. 08, 2010 Private Investors [Member]
Common stock, Issued	4,500,000	4,500,000	3,600,000	900,000
Common Stock Value	$ 450	$ 450	$ 360	$ 900
Sale of stock price per share				$ 0.001

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Note Payable - Related Party (Tables)

6 Months Ended

Oct. 31, 2013

Note Payable - Related Party Tables

Maturities of debt

Maturities of this debt are as follows:

October  31, 2014	$	-
October  31, 2015		-
November 1, 2015		76,404
	$	76,404

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Commitment and Contingencies (Details Narrative) (USD $)	6 Months Ended
	Oct. 31, 2013
Commitment And Contingencies Details Narrative
Rent payment per month	$ 250
Lease agreement for office space	2 Years

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Changes in Management and Ownership (Details Narrative) (Yehoshua Lustig, USD $)	Nov. 14, 2011
Yehoshua Lustig
Common stock Sold	3,600,000
Cash from common stock	$ 3,600

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Document and Entity Information	6 Months Ended
	Oct. 31, 2013	Dec. 10, 2013
Document And Entity Information
Entity Registrant Name	WNS STUDIOS, INC.
Entity Central Index Key	0001510333
Document Type	10-Q
Document Period End Date	Oct. 31, 2013
Amendment Flag	false
Current Fiscal Year End Date	--04-30
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		4,550,000
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2014

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Termination of Agreements (Details Narrative) (USD $)	3 Months Ended		6 Months Ended		12 Months Ended	54 Months Ended
	Oct. 31, 2013	Oct. 31, 2012	Oct. 31, 2013	Oct. 31, 2012	Apr. 30, 2012	Oct. 31, 2013
Termination Of Agreements Details Narrative
Loans and note payable	$ 41,029		$ 41,029			$ 41,029
Accrued interest	2,685		2,685			2,685
Extinguishment of Debt					$ 52,894	$ (52,894)