SecProbe.io

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Mail Stop 3561

	                                            August 12, 2005

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

	Re:	W.S. Industries, Inc.
		Amendment No. 2 to Registration Statement on Form SB-2
		Filed July 28, 2005
      File No. 333-121044

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.

      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.

Use of Proceeds, page 12
1. We note that you have contracted for the full capacity of your
current wine storage facility.  Since your revenues are
essentially
fixed until you obtain additional storage space, please tell us
and
disclose why your use of proceeds tables do not appear to allocate
any funds towards expanding your storage facilities.  If, as we
assume, you will need to raise additional funds to obtain
additional
capacity, please revise your filing accordingly.  Please also
state,
if true, that you will need to obtain additional financing to fund
storage expansion and, therefore maintain your operations, even if
you sell all the shares of this offering.

2. You disclose that the net proceeds of the offering will be
sufficient to fund your proposed business and operations for a
period
of 12 months from the closing of the offering.  This statement
appears to contradict milestone paragraphs three and four of your
Plan of Operations in which you disclose that you will need to
raise
additional funds if you sell only 25% of the shares offered.
Please
address this apparent inconsistency.  Ensure you disclose whether
or
not you will have sufficient funds for the next 12 months if you
only
sell 25% or 50% of the offered shares.

Dilution of the Price You Pay For Your Shares, page 17
3. You disclose that the net tangible book value per share before
the
offering is $0.001.  It appears this amount should instead be
$0.0001.  Please revise your tables accordingly.

Management`s Discussion and Analysis or Plan of Operation, page 20

Critical Accounting Policies, page 22
4. You disclose the Canadian Dollar exchange rate as of April 18,
2005.  We assume that this exchange rate will be updated as of a
more
current date.  Please revise your filing accordingly.

Plan of Operations, page 23
5. We have reviewed your response to comment 11 in our letter
dated
May 20, 2005.  It is our understanding that your local and
functional
currencies are the Canadian Dollar and your reporting currency is
the
U.S. Dollar.  Please note that foreign currency transactions are
transactions denominated in a currency other than your functional
currency.  A change in exchange rates between the functional
currency
and the currency in which a transaction is denominated results in
transaction gains or losses which should be recognized in
determining
net income.  Since it appears that transaction gains and losses
would
be applicable to your company, please disclose on the face of the
financial statements or in the footnotes the aggregate foreign
currency transaction gain or loss included in determining net loss
in
each period for which a statement of operations is presented.  See
paragraphs 15 and 30 of SFAS 52.  Please note that transaction
gains
and losses are not the same as translation adjustments.  Since
your
functional currency is a foreign currency, translation adjustments
appear to be applicable to your company and result from the
process
of translating your financial statements into the reporting
currency,
the U.S. Dollar.  Translation adjustments are not included in
determining net income but are reported as a component of
comprehensive income.  Please provide the disclosures required by
paragraph 31 of SFAS 52 and paragraph 22 of SFAS 130.
6. Your disclosure in the first paragraph under this heading
appears
to indicate you will initially request funding from management
advances if sufficient cash is not received in this offering.
This
statement seems to contradict milestone paragraph four on the
subsequent page which suggests you will initially seek additional
funds from the sale of additional equity or debt financing.
Please
address this apparent inconsistency and ensure you clearly
disclose
the priority of your financing sources.
7. You disclose in the fourth paragraph of this section that you
will
raise net funds of $200,000 assuming you sell all the shares under
this offering.  It appears the net amount should actually be
$175,000, which reflects anticipated offering expenses of $25,000.
Please revise or advise.
8. Please quantify your website development and maintenance budget
in
milestone paragraph three.  It is unclear whether your budget is:
* $20,000, in other words, $10,000 for IT services and $10,000 for
customer database preparation, as indicated in your use of
proceeds
tables;
* $23,000, which also includes six months of upkeep and
maintenance
at a monthly cost of $500; or
* $26,000, since your disclosures indicate you will allocate
$5,000
to website development if you sell only 25% of the offered shares
and
will need an additional $15,000 for website development and $6,000
for website maintenance.
Please clarify your disclosures accordingly.  If the budgeted
amount
exceeds the anticipated allocation of offering proceeds raised,
please expand your disclosures to clarify the expected source of
the
necessary additional funds.
9. You disclose in milestone paragraph four that you will need to
raise an additional $19,000 to satisfy your projected marketing
budget of $24,000 if you sell 25% of the shares offered.  Since
you
plan to allocate $15,000 to sales and marketing under the 25%
scenario, please tell us why the additional financing needed is
$19,000 and not $9,000.  Please advise or revise.

Results of Operations, page 25

Liquidity and capital resources, page 25
10. In the first paragraph under this heading, you imply that
there
is a possibility you will not need additional financing if you can
successfully attract customers and negotiate strategic alliances.
Since you have contracted for the full capacity of your current
wine
storage facility and have not allocated any of the anticipated
proceeds to obtaining additional capacity, it appears that you
will
be unable to attract additional customers even if you sell 100% of
the shares offered.  Therefore, it appears you will need to obtain
additional financing to fund capacity expansion in order to
maintain
your operations.  If our assumptions are correct, please revise
your
disclosures to clearly state you will need additional financing to
maintain your operations even if you sell 100% of the shares
offered
due to your capacity restrictions.  Please also disclose the
expected
sources of financing.

Financial Statements, page 37
11. Although your fiscal year-end is December 31, 2004, you do not
present any financial statements as of or for the period ending
December 31, 2004.  Please amend your filing to provide an audited
balance sheet as of December 31, 2004 and audited statements of
operations, cash flows, and stockholders` equity for the period
April
5, 2004 to December 31, 2004.  Since providing financial
statements
for your quarterly period ended March 31, 2005 would not satisfy
the
updating requirements of Item 310(g) of Regulation S-B, please
also
present an audited balance sheet as of June 30, 2005 and audited
statements of operations, cash flows, and stockholders` equity for
the six months ended June 30, 2005 and for the period April 5,
2004
to June 30, 2005.  See Item 310(a)-(b) of Regulation S-B.

*****

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      You may contact Andrew Blume, Accountant, at (202) 551-3254
or
in his absence, George Ohsiek, Accounting Branch Chief, (202) 551-
3843 if you have questions regarding comments on the financial
statements and related matters.  Please contact Scott Anderegg,
Staff
Attorney, at (202) 551-3342, David Mittelman, Legal Branch Chief,
at
(202) 551-3214 or me at (202) 551-3720 with any other questions.

      Sincerely,

      H. Christopher Owings
      Assistant Director

cc:	Michael J. Morrison, Esq.
	Via FAX (775) 827-6311

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James F. Dempsey
W.S. Industries, Inc.
August 12, 2005
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