SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 0308

January 6, 2005

VIA U.S. MAIL AND FACSIMILE

James F. Dempsey
W.S. Industries, Inc.
President and Chief Executive Officer
7630 Winston Road
Burnaby, B.C. V5A 2H4

				Re:	W.S. Industries, Inc.
					Form SB-2
					File No. 333-121044
					Filed December 7, 2004

Dear Mr. Dempsey:

      We have reviewed your filing and have the following
comments.
	Where indicated, we think you should revise your document in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comments are inapplicable or a revision
is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

      *	*	*	*	*	*	*	*	*	*	*

Form SB-2

General
1. Your disclosure indicates that you are a development stage
company
that intends to engage in the wine storage business.  We note that
you have a limited operating history, only one or two customers,
revenues of approximately $1,000 and it appears that you have very
little actual wine storage space.

In view of the foregoing, it appears that your proposed business
may
be commensurate in scope with the uncertainty ordinarily
associated
with a blank check company.  Accordingly, please revise your
disclosure throughout your registration statement to comply with
Rule
419 of Regulation C or supplementally provide an explanation why
Rule
419 does not apply.
2. We are unable to locate any disclosure in your prospectus
concerning Certain Relationships and Related Transactions.  Please
supplementally confirm that you have not had any transaction
between
you and your sole officer and director as defined in Item 404 of
Regulation S-B.  If so, please disclose such transactions.

Outside Front Cover of Prospectus
3. Please revise to ensure that your cover page does not exceed
one
page in length.  Refer to Item 501(a) of Regulation S-B.  As part
of
your revisions, we remind you that the prospectus cover page
should
be written in plain English and include only the information
required
by Item 501 and any other information key to an investment
decision.
We may have further comments based upon your revisions
4. Since your offering will be self-underwritten and there is no
minimum amount of shares that must be sold, please either:

* remove the pricing and proceeds table and simply state that,
since
there is no minimum amount of shares that must be sold, the
proceeds
of the offering may be $0 to $_____ after expenses, or

* revise the table to show the aggregate price and proceeds to the
company assuming that 25%, 50% and 100% of the shares are sold.

In either event, clearly disclose that, since there is no minimum
amount of shares that must be sold, you may receive no proceeds or
very minimal proceeds from the offering.  Please also revise
similarly, and expand upon these points, in the Use of Proceeds
section.

Table of Contents, page 4
5. Please consider revising your Table of Contents to provide a
shorter description of the Risk Factors.
The Company, page 6
6. Please revise your disclosure to add a short description of
your
business.
7. Prominently disclose on the first page of your prospectus
summary
that your auditors have raised substantial doubt as to your
ability
to continue as a going concern and also disclose your net losses
to
date.
8. Please add your phone number.

Risk Factors, pages 7-12
9. You should present your Risk Factors in a manner that is easy
for
an investor to understand.  Accordingly, you should organize your
Risk Factor disclosure to group similar risks together.  In this
regard, Risk Factors typically fall into three general categories:
Industry risk - risks companies face by virtue of the industry
they
are in. Company risk - risks that are specific to the company.
Investment risk - risks that are specifically tied to an
investment.
Please revise your Risk Factors section accordingly.
10. In general, descriptions of risks that describe circumstances
that could apply equally to other businesses that are similarly
situated are generic risks that should not be included in your
risk
factor section.  Please either eliminate these generic risks, or
revise them to state specific material risks to your company or to
the purchasers in this offering.  For example, we note that the
following risk factors appear to contain generic disclosures:

* The operation, administration, maintenance and repair of our
systems are subject to risks that could lead to disruptions in our
services and the failure of our systems to operate as intended for
their full design life.  This could cause us to fail in our
business,
cease operations, and you may lose your entire investment, page 9.

* The failure of our business and operations support systems to
perform as we expect could impair our ability to retain customers
and
obtain new customers, or provision their services, or result in
increased capital expenditures.  This could cause us to fail in
our
business, cease operations, and may lose your entire investment,
page
10.

* Intellectual property and proprietary rights of others could
prevent us from using necessary technology.  If we are unable to
use
necessary technology, this could cause us to fail in our business,
cease operations, and may lose you entire investment, page 10.

Please note these are examples only.  Review your entire risk
factor
section and revise as necessary.
11. We note that on page 25 in your discussion of your Results of
Operations you indicate that you have contracted for the full
capacity of your current wine storage facility and are currently
looking for more space.  You may wish to consider including this
as a
risk factor.
12. Similarly, we note that your storage facility lease is for a
term
of one year.  You may wish to consider including this as a risk
factor.
13. Our Management Will Devote Limited Attention To Our Business
Operations And This May Limit The Development Of Our Business And
We
May Fail In Our Business, Cease Operations And You May Lose Your
Entire Investment, page 7.

It appears that your disclosure relates to the amount of time Mr.
Dempsey can devote to the business on a weekly basis.  If true,
please revise to state the amount of time is on a weekly basis.
If
not true, disclose the basis for amount of time Mr. Dempsey can
devote; e.g. five hours a month?
14. No Independent Marketing Studies Have Been Made To Confirm the
Commercial Demand for Our Services, page 9.
Eliminate the language in the body of the risk factor indicating
that
you believe there is substantial demand for your services since it
mitigates the point of the risk.
15. If The Securities Do Not Meet Blue Sky Resale Requirements,
You
May Be Unable To Resell Your Securities, page 9.
In the body of your risk factor you state that you are intending
to
meet the Blue Sky requirements of Washington and Nevada.  While in
other parts of your prospectus you state that you will meet the
Blue
Sky requirements of Texas as well.  Please reconcile.  Also,
please
provide us with analysis of why you believe that this is a risk
factor for potential purchasers as you have stated that you will
only
sell securities in states in which you have complied with the Blue
Sky regulations.
In addition, please review your entire prospectus to reconcile
your
disclosures concerning the states in which you are intending to
meet
their Blue Sky requirements.  For example, in footnote three in
your
Use of Proceeds disclosure you state that you only plan to qualify
your securities under the Blue Sky laws of Washington and Nevada.
However, on page 16 in the last full paragraph you state that you
intend to seek qualification in Washington, Texas and Nevada.
16. We Depend On Our Management And, If We Lose Their Services,
Our
Ability To Manage The Day-To-Day Aspects Of Our Business Will Be
Weakened.  We May Not Be Able To Hire And Retain Qualified
Personnel,
Which Could Adversely Affect Our Operating Results.  Thus, We May
Fail In Our Business, Cease Operations, and You May Lose Your
Entire
Investment, page 10.
Please revise this risk factor to disclose, if true, that your
sole
officer will spend five hours a week on the business.

Use of Proceeds, page 12
17. It is unclear why the disclosure of expenses in this section
is
different than those disclosed in Item 25.  Regardless, in your
Use
of Proceeds disclosure you should not deduct fees to be paid to a
broker-dealer as you will not be employing a broker-dealer.
Please
make corresponding changes to your Application of Proceeds chart.
18. Please ensure that the detailed line items you discuss in the
application of proceeds table are consistent with the nature and
amount of the expenses described in Plan of Operation on page 24.
For example, the application of proceeds table lists $20,000 for
website development, while your page 24 disclosure appears to show
website development expenses of $28,000.  If the apparent
discrepancies are due to amounts required for your plan of
operations
exceeding offering proceeds raised, please expand your
Management`s
Discussion and Analysis to clarify the expected source of the
necessary additional funds.
19. We note your disclosure concerning working capital in footnote
4.
As you presently have very little working capital or income, it
appears that the proceeds from the sale of your securities would
first go to working capital and then to sales and marketing,
website
development, marketing etc...  Please revise and expand your
disclosure accordingly or explain why this is not the case.

Determination of Offering Price, page 13
20. Please revise to more clearly disclose how you determined the
offering price.  The existing disclosure states that it was
arbitrarily determined.  Please clarify how the four factors you
cite
contributed to your offering price determination.  Also, please
tell
us - with a view towards disclosure - whether your recent private
placements at .01 cent per share in June 2004 and .20 cents per
share
in July 2004 contributed to your offering price determination.

Selling Security Holders, pages 13-16
21. We note in footnote one on page 16, that you state in part
"None
of the individual shareholders are affiliated, directly or
indirectly, with any other shareholders..."  However, we note that
several of the selling securities holders hold the same last name
and
that three of the selling security holders have the same last name
as
the sole officer and director of the company.  Please revise or
advise.
22.
Please disclose the natural person(s) or public company that has
the
ultimate voting or investment control over the shares held by
Hewitt
Enterprises Corp. and S.J. Securities Ltd.

Dilution of the Price You Pay for Your Shares, page 17
23. Please remove the line item "Price per share" each time it
appears under the heading "Existing Stockholders If..." as it
appears
to be duplicative of the line item "Net tangible book value per
share
before offering" and could easily be confused with the price per
share of the offering.  Alternatively, you could include the $0.20
offering price per share within this line item instead of the
$0.0012
figure, and clearly label it offering price per share.

Capitalization, page 19

24. It is unclear why you include current liabilities in your
capitalization table.  Generally, a capitalization table only
includes capitalization in the form of debt and equity.  Please
remove the current liabilities line item from the table or tell us
why you feel current liabilities should be included.

25. It is unclear why the "Total Capitalization" line item does
not
include the impact of the accumulated deficit since inception.
Please include the impact of the accumulated deficit since
inception
in the "Total Capitalization" line item or tell us why you feel it
should be excluded from the total.

Management`s Discussion and Analysis or Plan of Operation, page 20
26. Please disclose whether you have any off balance sheet
arrangements.  Refer to Item 303(c) of Regulation S-B.

Critical Accounting Policies, page 22
27. Your discussion of revenue recognition appears to discuss
matters
not relevant to the company`s operations such as shipment of
product,
installation and customer acceptance, passage of title, repairs,
warranty costs, etc.  Please delete your existing disclosure and
replace it with a brief discussion of the revenue recognition
policies applicable to the company.
28. On page 22, you mention that your "intangible assets consist
of
goodwill, product and technology rights, engineering and design
costs, and patent costs."  Based on review of your balance sheet,
it
does not appear that you have any intangible assets and your
disclosure of intellectual property (IP) on page 29 indicates that
you have no IP except for your web domain name.  Please remove the
disclosure of goodwill and other intangible assets from your
critical
accounting policies, or tell us why your disclosure is necessary.

Plan of Operation, page 23
29. Since your offering is being completed on a "best-efforts"
basis,
you should discuss your plans to satisfy liquidity needs over at
least the next 12 months under at least the three scenarios
discussed
elsewhere in your filing.  Please revise your disclosure to
address
how the company intends to satisfy its liquidity needs over at
least
the next 12 months under at least the 50%, 75% and 100% offering
levels.  If you do not anticipate that offering proceeds of less
than
100% will be sufficient to fund operations for at least the next
12
months, please discuss how management intends to finance
operations.
30. In Note 2, you disclose that your functional currency is the
Canadian dollar.  In accordance with paragraph 22 of SFAS 130,
please
disclose comprehensive income and its components, including
foreign
currency translation adjustments, or tell us why no such
disclosure
is necessary.

Description of Business, page 25
General
31. We note in this section, in your Plan of Operations and in
your
Government Regulation Issues that your disclosures provides a
great
amount of detail information concerning the Internet, the
development
of your webpage, the upgrades that will be necessary to your
webpage
as you expand and your marketing on the Internet.  We also note
the
emphasis in your prospectus on providing information to consumers
via
your website and in developing contacts with wine companies and
wine
storage companies, so called "alliances."  These disclosures are
confusing and inconsistent if your business is wine storage.  Is
your
webpage your actual business?  Alternatively, are you going to
subcontract wine storage services from third parties or be a
middleman for the storage of wine?  If so, please revise your
prospectus to make clear that this is the nature of your business.
If not, you may wish to revise your prospectus to make clearer
that
you are in the wine storage business.

Principal Products and Services, page 25
32. On page 26 it appears in the first two paragraphs of your
disclosure that you have leased space for your wine storage
operations and then sub-leased that space to another entity.  This
disclosure is confusing as you state in your prospectus that you
have
fully contracted your wine storage facility.  Please clarify to
disclose whether you have any space for your operations.

Customer Base, page 29
33. You disclos