SecProbe.io

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

August 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  August 12,  2005,  enclosed  are three (3)
red-lined  copies  of  Amendment  No.  3 to  the  above-referenced  registration
statement,  and a  type-set  copy of the  prospectus,  all  with  the  following
amendments, corresponding to your enumerated paragraphs:

USE OF PROCEEDS, PAGE 12

1.   The  filing  has been  revised  to reflect  the  expansion  of our  storage
     facility  and the  financing  thereof  from  proceeds  of the  offering  or
     pre-payment of storage fees.

2.   The apparent  inconsistencies have been addressed and we have disclosed the
     necessity to raise additional funds in the event only 25% of the shares are
     sold. We will have sufficient funds if 50% of the proceeds are received.

DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES, PAGE 17

3.   The table has been revised as per your comment.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS, PAGE 20

CRITICAL ACCOUNTING POLICIES, PAGE 25

4.   The exchange rate has been updated.

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

PLAN OF OPERATIONS, PAGE 23

5.   We have  disclosed  on the  face  of the  financial  statements  and 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.  Additionally the disclosure required by paragraph 31 of SFAS
     52 and paragraph 22 of SFAS 130 has been provided. A Significant Accounting
     Policy, Comprehensive Loss, was added to Note 2.

6.   Milestone  paragraph four has been revised to address the inconsistency and
     disclose the priority of our financing sources.

7.   The section has been revised in accordance with your comment.

8.   We have  quantified  our  website  development  and  maintenance  budget in
     milestone  paragraph four.  Additionally we have expanded the disclosure to
     clarify the expected source of necessary additional funds.

9.   Milestone  paragraph four has been revised  consistent with your comment to
     reflect  that  the  additional  financing  needed  is  $9,000.

RESULTS OF OPERATIONS, PAGE 25

LIQUIDITY AND CAPITAL RESOURCES, PAGE 25

10.  The  disclosures  in this section have been revised and expanded to address
     the capacity/financing issues and the sources of financing for same.

FINANCIAL STATEMENTS, PAGE37

11.  The fiscal  year-end  has been revised in the  Critical  Accounting  Policy
     section to reflect our fiscal year is from  September 1 through  August 31.
     As our fiscal  year-end is August 31, our  financial  statements  currently
     satisfy the updating requirements of Item 310(g) of Regulation S-B.

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

We  sincerely  trust this  response  and  amendment  satisfies  all the  Staff's
concerns and that we will be able to obtain an effective date in short order.

Thank you for your kind consideration in this matter.

Very truly yours,

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

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

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