SecProbe.io

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                             W.S. INDUSTRIES, INC.
                               7630 Winston Road
                              Burnaby, B.C. Canada
                                    V5A 2H4

July 25, 2005

MAIL STOP 0308

Mr. H. Christopher Owings, Assistant Director
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

RE:     W.S. Industries, Inc. ("Registrant")
        Form SB-2
        Filed December 7, 2004
        File Number 333-121044

Gentlemen:

In  response  to your  comments  dated  May 20,  2005,  enclosed  are  three (3)
red-lined  copies  of  Amendment  No.  2 to  the  above-referenced  registration
statement,  and a  type-set  copy of the  prospectus,  all  with  the  following
amendments, corresponding to your enumerated paragraphs:

GENERAL

1.   The name and address of our agent for service is complete and accurate.

2.   The  financial  statements  have been updated to comply with Item 310(g) of
     Regulation on S-B.

3.   The risk factor going concern  language has been removed from the cover and
     this disclosure has been placed in prospectus summary.

TABLE OF CONTENTS, PAGE 3

4.   The Table of Contents  has been  revised to provide  only the title of each
     risk factor category.

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W.S. Industries, Inc.
July 25, 2005
Page 2

USE OF PROCEEDS, PAGE 12

5.   We have  presented  the net proceeds  received and use of proceeds in three
     capital  raising  scenarios and provided a tabular  disclosure to reflect a
     25%, 50% and 100%  offering  level.  The  accompanying  disclosure  as well
     clarifies:  the offering is on a "best efforts" basis,  the three scenarios
     are presented for illustrative  purposes only and the actual  proceeds,  if
     any, may differ.

6.   The disclosure has been revised consistent with your comment.

7.   The  disclosure  has been  revised to ensure that the  detailed  line items
     discussed in the  application  of proceeds  table are  consistent  with the
     nature  and amount of the  expenses  described  in the Plan of  Operations.
     Additionally  the  Management  Discussion and Analysis has been expanded to
     clarify the expected source of the necessary additional funds.

DETERMINATION OF OFFERING PRICE, PAGE 13

8.   The disclosure has been revised to clarify.

CAPITALIZATION, PAGE 19

9.   The table has been revised.

PLAN OF OPERATIONS, PAGE 23

10.  This  disclosure  has been  revised to address how the  company  intends to
     satisfy its liquidity needs over at least the next 12 months under at least
     the 25%, 50% and 100% offering levels.

11.  The economic  environment  the Company  operates in is primarily  Canada at
     this point in time. The Company has two bank accounts, Canadian and US. The
     majority of the  transactions  are  denominated  in US  dollars,  however a
     significant  portion are in  Canadian  dollars.  The salient  points are as
     follows:

     42(a) Cash flows are primarily in US dollars

     42(b) Sales prices are primarily responsive to local competition in Canada

     42(c) Sales market is determined  locally,  in Canada (until or if there is
          expansion in the US)

     42(d) Labor and  material  and other  costs are  primarily  local  costs in
          Canada.

     42(e) Financing is primarily denominated in US dollars

     42(f) Not applicable

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W.S. Industries, Inc.
July 25, 2005
Page 3

(cont'd. Question 11.)

     Based on the  above  factors,  the  Company  believes  that the  functional
     currency is the Canadian dollar.

     We apologize for our prior comment in our letter of April 18, 2005,  number
     30, as in fact we do use a  Canadian  bank  account  for a  portion  of our
     transactions.  However the foreign exchange amount was $119 dollars and was
     considered insignificant and was included with bank charges and interest on
     the statement of operations.

PRINCIPAL PRODUCTS AND SERVICES, PAGE 26

12.  The disclosure has been revised to clarify the status of our operations and
     where they are being run.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, PAGE 38

13.  The filing has been  amended  to  include  only one signed and dated  audit
     report.

NOTE 1. NATURE AND CONTINUANCE OF OPERATIONS, PAGE 45

14.  The apparent inconsistency has been addressed and we have clarified what we
     mean by "planned operations".

EXHIBIT 23 - CONSENT OF AMISANO HANSON

15.  The  auditors'  consent in Exhibit 23 has been revised to read  'Consent of
     Independent  Registered Public  Accounting  Firm".  Additionally an updated
     signed  consent  will be filed as an exhibit  with each  amendment.  to the
     SB-2.

If you have any further questions or comments  regarding this filing,  please do
not hesitate to contact me.

Very truly yours,

/s/ JAMES F. DEMPSEY
____________________
    James F. Dempsey
    President

cc:   Amisano Hanson, Chartered Accountants
      Michael J. Morrison, Esq.

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