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, 2015

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

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.

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

There were 4,505,000 shares of common stock, $0.0001 par value, of the issuer issued and outstanding as of December 14, 2015.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

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

WATERMARK GROUP, INC.
(FORMERLY WNS STUDIOS, INC)
CONDENSED STATEMENT OF OPERATIONS
(UNAUDITED)

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

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

WATERMARK GROUP, INC.  

(FORMERLY WNS STUDIOS, INC) 

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - Origination and Basis of Presentation

The Company (formerly WNS Studios, Inc) was incorporated on May 15, 2009 under the laws of the State of Nevada. On August 18, 2015 the Company consummated the merger of WNS Studios, Inc with its newly formed and wholly-owned subsidiary Watermark Group, Inc, a Nevada corporation. As a result of the merger, the name of the issuer was changed from WNS Studios, Inc to Watermark Group, Inc. The Company has not yet generated revenues from planned principal operations. 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, 2015 audited financial statements and notes on Form 10-K filed on July 10, 2015.

Results of operations for interim periods are not necessarily indicative of the results of operations for a full year.

The Company has not commenced planned principal operations. The Company has no revenues and incurred a net loss of $34,974 and $20,766 for the six months ended October 31, 2015 and 2014, respectively. In addition, the Company had a working capital deficiency of $24,247 and stockholders' deficiency of $153,724 at October 31, 2015. 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.

Certain reclassifications have been made to prior-year comparative financial statements to conform to the current year presentation. These reclassifications had no effect on previously reported results of operations or financial position.

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 $250,000. As of October 31, 2015 the Company has an outstanding balance of $113,126 (see Note 2). The Company borrowed $34,652 on this note for the six months ended October 31, 2015.

 WATERMARK GROUP, INC. 

(FORMERLY WNS STUDIOS, INC) 

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; principal and interest are due on 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, 2015 the total outstanding principal was $113,126 and accrued interest on this note was $16,351. Interest expense on this note was $3,133 and $2,292 for the six months ended October 31, 2015 and October 31, 2014, respectively. On July 7, 2015 the note was amended to increase the maximum aggregate principal amount to $250,000. All other terms of the note remained the same. On December 11, 2015 the note was amended to extend the maturity date to November 1, 2017. The note extension satisfied all conditions pursuant to ASC 470-10-45 and thus the company has reclassified the note payable and related accrued interest as a long term liability as of October 31, 2015.

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 – Subsequent Events

On December 1, 2015, the Company borrowed an additional $8,600 from P&G Holdings, LLC, thereby increasing the principal amount owed to P&G Holdings, LLC to $121,726 (see Note 2). 

On December 11, 2015 the maturity date of the promissory note was extended to November 1, 2017 (See Note 2).

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

As used in this Form 10-Q, references to "Watermark Group, Inc.," the "Company," "we," "our" or "us" refer to Watermark Group, 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 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 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.

The Company has no 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 ($250 per month)); legal ($12,000); accounting ($8,000); telephone $720 ($60 per month) and miscellaneous ($400).

On a monthly basis we incur approximately $3,300 of expenses. Since we currently do not have sufficient available cash, we will continue 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 $250,000 from P&G. As of October 31, 2015, we borrowed $113,126 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.

Currently the Company has the ability to borrow up to an additional $136,874 from P&G. As of October 31, 2015, the total outstanding principal was $113,126 and accrued interest on this note was $16,351. 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.

Results of Operations

For the three months ended October 31, 2015 and October 31, 2014

Revenues

The Company did not generate any revenues during the three months ended October 31, 2015 and October 31, 2014.

Total operating expenses

For the three months ended October 31, 2015, total operating expenses were $9,453, which included professional fees of $5,516, rent of $750 and general and administrative expenses of $3,187. For the three months ended October 31, 2014, total operating expenses were $6,381, which included rent in the amount of $750, professional fees in the amount of $4,250 and general and administrative expenses of $1,381. The amount of operating expenses increased $3,072, or approximately 48.1% primarily due to filing and professional expenses due to the recent merger.

Net loss

For the three months ended October 31, 2015, the Company had a net loss of $11,113, as compared to a net loss for the three months ended October 31, 2014 of $7,527.

For the six months ended October 31, 2015 and October 31, 2014

Revenues

The Company did not generate any revenues during the six months ended October 31, 2015 and October 31, 2014.

Total operating expenses

For the six months ended October 31, 2015, total operating expenses were $31,842, which included professional fees of $13,452, rent of $1,500 and general and administrative expenses of $16,890. For the six months ended October 31, 2014, total operating expenses were $18,474, which included rent in the amount of $1,500, professional fees in the amount of $14,028 and general and administrative expenses of $2,946. The increase in operating expenses was primarily due to filing and professional expenses due to the recent merger and market maker fees for DTC eligibility.

Net loss

For the six months ended October 31, 2015, the Company had a net loss of $34,974, as compared to a net loss for the six months ended October 31, 2014 of $20,766.

Liquidity and Capital Resources

As of October 31, 2015, the Company had a cash balance of $233. 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, 2015 we were indebted to P&G in the principal amount of $113,126 and accrued interest was $16,351. 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, 2017.

Other than 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.

Going Concern Consideration

The Company has not commenced planned principal operations. The Company had no revenues and incurred a net loss of $34,974 for the six months ended October 31, 2015. In addition, the Company had a working capital deficiency of $24,247 and stockholders' deficiency of $153,724 at October 31, 2015. 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 October 31, 2015, 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, 2015, 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.

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

Not applicable.

Item 6. Exhibits

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.

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