-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CFwlJTpPkhfl6aJyKs0E/+cmVOWUPqNkclNGwOysb0M7ruNntJNEsfYrcTMA/NuT tyAmuCBfZDFz11G+YLtmFw== 0001092306-07-000401.txt : 20070822 0001092306-07-000401.hdr.sgml : 20070822 20070821144710 ACCESSION NUMBER: 0001092306-07-000401 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20070531 FILED AS OF DATE: 20070821 DATE AS OF CHANGE: 20070821 FILER: COMPANY DATA: COMPANY CONFORMED NAME: W. S. Industries, Inc. CENTRAL INDEX KEY: 0001310497 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 980439650 STATE OF INCORPORATION: NV FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10QSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-52752 FILM NUMBER: 071070493 BUSINESS ADDRESS: STREET 1: 7630 WINSTON ROAD CITY: BURNABY STATE: A1 ZIP: V5A 2H4 BUSINESS PHONE: (604) 420-4808 MAIL ADDRESS: STREET 1: 7630 WINSTON ROAD CITY: BURNABY STATE: A1 ZIP: V5A 2H4 10QSB/A 1 wsi10qsba1.txt FORM 10-QSB AMENDMENT #1 - 05/31/07 SECURITIES AND EXCHANGE COMMISSI1ON WASHINGTON, D.C. 20549 FORM 10-QSB/A AMENDMENT NO. 1 [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended May 31, 2007. OR [ ] 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: 333-121044 W. S. INDUSTRIES, INC. ______________________________________________________ (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Nevada 98-0439650 _______________________ ____________________________________ (State of organization) (I.R.S. Employer Identification No.) 2275 West 23rd Avenue. Vancouver B.C. V6L 1N3 ________________________________________ (Address of principal executive offices) Tel: 604-830-6499 _________________________________________________ Registrants 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 past 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. Yes [X] No[ ] The Registrant is a Shell company. Yes [ ] No [X] Securities registered under Section 12(g) of the Exchange Act: There are 21,088,680 shares of common stock outstanding as of MAY 31, 2007. TABLE OF CONTENTS PART I FINANCIAL INFORMATION ITEM 1 FINANCIAL STATEMENTS 3 ITEM 2 MANAGEMENT'S DISCUSSION OF OPERATIONS AND FINANCIAL CONDITION 10 PART II OTHER INFORMATION 13 ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K 13 ITEM 7 SIGNATURES 13 -2- PART I ITEM 1. FINANCIAL STATEMENTS W.S. INDUSTRIES, INC. (A Development Stage Company) INTERIM FINANCIAL STATEMENTS May 31, 2007 (Unaudited) (STATED IN US DOLLARS) -3-
W.S. INDUSTRIES, INC. (A Development Stage Company) INTERIM BALANCE SHEETS May 31, 2007 and August 31, 2006 (Unaudited) (STATED IN US DOLLARS) May 31, August 31, 2007 2006 $ $ ________ __________ ASSETS Current Cash and cash equivalents 93,502 122,004 Accounts receivable 8,085 10,388 ________ _______ 101,587 132,392 Investment - Note 2 22,596 23,889 Equipment 626 808 ________ _______ 124,809 157,089 ======== ======= LIABILITIES Current Accounts payable and accrued liabilities 7,462 10,395 ________ _______ STOCKHOLDERS' EQUITY Capital Stock - Notes 3 and 4 Common Stock, $0.001 par value 25,000,000 authorized 21,088,680 issued and outstanding (August 31, 2006: 21,088,680) 21,089 21,089 Additional paid-in capital 214,097 214,097 Deficit accumulated during the development stage (124,466) (94,939) Cumulative effect of foreign currency translation adjustment 6,627 6,447 ________ _______ 117,347 146,694 ________ _______ 124,809 157,089 ======== =======
SEE ACCOMPANYING NOTES -4-
W.S. INDUSTRIES, INC. (A Development Stage Company) INTERIM STATEMENTS OF OPERATIONS for the three and nine months ended May 31, 2007 and 2006 and for the period from April 5, 2004 (Date of Inception) to May 31, 2007 (Unaudited) (STATED IN US DOLLARS) April 5, 2004 (Date of Three months ended Nine months ended Inception) to May 31, May 31, May 31, 2007 2006 2007 2006 2007 $ $ $ $ $ __________ __________ __________ __________ _____________ Revenue Storage rental fee - 1,815 1,800 5,385 17,285 __________ __________ __________ __________ ________ Expenses Accounting and audit fees 4,072 6,525 14,984 13,796 53,668 Amortization 61 87 182 260 1,314 Bank charges and interest 64 89 186 238 1,067 Consulting fees - - - 1,000 8,240 Courier and postage - Note 4 - - - - 177 Entertainment - - - - 1,952 Legal 1,586 - 6,894 944 7,716 Office and miscellaneous - 931 390 4,297 8,381 Registration and filing fees - Note 4 790 876 3,100 2,833 10,373 Rent 632 1,432 2,807 5,925 14,371 Research and marketing - - - - 7,500 Telephone 181 - 217 - 1,324 Travel - - 672 - 6,069 Wages - 2,761 - 5,141 6,139 __________ __________ __________ __________ ________ 7,386 12,701 29,432 34,434 128,291 __________ __________ __________ __________ ________ Loss before other items (7,386) (10,886) (27,632) (29,049) (111,006) Interest income - 924 (182) 2,384 4,327 Foreign exchange gain (loss) (392) 889 (1,713) (1,489) (7,787) Impairment of investment - - - - (10,000) __________ __________ __________ __________ ________ Net loss for the period (7,778) (9,073) (29,527) (28,154) (124,466) Foreign currency translation adjustment 324 859 180 3,795 6,627 __________ __________ __________ __________ ________ Comprehensive loss for the period (7,454) (8,214) (29,347) (24,359) (117,839) ========== ========== ========== ========== ======== Basic loss per share (0.00) (0.00) (0.00) (0.00) ========== ========== ========== ========== Weighted average number of shares outstanding 21,088,680 21,088,680 21,088,680 21,074,028 ========== ========== ========== ==========
SEE ACCOMPANYING NOTES -5-
W.S. INDUSTRIES, INC. (A Development Stage Company) INTERIM STATEMENTS OF CASH FLOWS for the nine months ended May 31, 2007 and 2006 and for the period from April 5, 2004 (Date of Inception) to May 31, 2007 (Unaudited) (STATED IN US DOLLARS) April 5, 2004 (Date of Nine months ended Inception) to May 31, May 31, 2007 2006 2007 $ $ $ _______ _______ ______________ Cash Flows used in Operating Activities Net loss for the period (29,527) (28,154) (124,466) Items not affecting cash: Amortization 182 260 1,314 Impairment of investment - - 10,000 Changes in non-cash working capital balances: Accounts receivable 2,303 (5,474) (8,085) Accounts payable and accrued liabilities (2,933) (5,648) 7,462 Note payable - (2,000) - _______ _______ ________ Net cash used in operating activities (29,975) (41,016) (113,775) _______ _______ ________ Cash Flows from Financing Activities Common stock issued - 200,000 237,186 Common stock repurchased - - (2,000) _______ _______ ________ Net cash from financing activities - 200,000 235,186 _______ _______ ________ Cash Flows used in Investing Activities Acquisition of equipment - - (1,940) Acquisition of investments - (34,046) (33,889) _______ _______ ________ Net cash used in investing activities - (34,046) (35,829) _______ _______ ________ Effect of exchange rate changes on cash 1,473 3,795 7,920 _______ _______ ________ Net increase (decrease) in cash during the period (28,502) 128,733 93,502 Cash, beginning of period 122,004 4,263 - _______ _______ ________ Cash, end of period 93,502 132,996 93,502 ======= ======= ======== Cash and cash equivalents are comprised of: Cash 93,502 7,996 93,502 Term deposits - 125,000 - _______ _______ ________ 93,502 132,996 93,502 Non-cash Transactions - Note 5 ======= ======= ========
SEE ACCOMPANYING NOTES -6-
W.S. INDUSTRIES, INC. (A Development Stage Company) INTERIM STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY) for the period April 5, 2004 (Date of Inception) to May 31, 2007 (Unaudited) (STATED IN US DOLLARS) Cumulative Deficit Effect of (Note 4) Accumulated Foreign Common Shares Additional During the Currency _________________________ Paid-in Development Translation Number Par Value Capital Stage Adjustment Total __________ _________ _________ __________ ___________ _________ Issued for cash: Private placement agreements - at $0.000049 20,007,680 $ 20,008 $ (19,022) $ - $ - $ 986 - at $0.01 2,000,000 2,000 18,000 - - 20,000 - at $0.20 81,000 81 16,119 - - 16,200 Foreign currency translation adjustment - - - - 380 380 Net loss for the period - - - (11,573) - (11,573) __________ _________ _________ __________ _______ _________ Balance, August 31, 2004 22,088,680 22,089 15,097 (11,573) 380 25,993 Foreign currency translation adjustment - - - - 1,279 1,279 Net loss for the year - - - (32,276) - (32,276) __________ _________ _________ __________ _______ _________ Balance, August 31, 2005 22,088,680 22,089 15,097 (43,849) 1,659 (5,004) Issued for cash: Private placement agreements - at $0.20 1,000,000 1,000 199,000 - - 200,000 Shares repurchased - at $0.20 (2,000,000) (2,000) (398,000) - - (400,000) Capital contribution - - 398,000 - - 398,000 Foreign currency translation adjustment - - - - 4,788 4,788 Net loss for the year - - - (51,090) - (51,090) __________ _________ _________ __________ _______ _________ Balance, August 31, 2006 21,088,680 21,089 214,097 (94,939) 6,447 146,694 Foreign current translation adjustment - - - - 180 180 Net loss for the period - - - (29,527) - (29,527) __________ _________ _________ __________ _______ _________ Balance, May 31, 2007 21,088,680 $ 21,089 $ 214,097 $ (124,466) $ 6,627 $ 117,347 ========== ========= ========= ========== ======= =========
SEE ACCOMPANYING NOTES -7- W.S. INDUSTRIES, INC. (A Development Stage Company) NOTES TO THE INTERIM FINANCIAL STATEMENTS May 31, 2007 (Unaudited) (STATED IN US DOLLARS) Note 1 INTERIM REPORTING While the information presented in the accompanying interim financial statements is unaudited, it includes all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented. These interim financial statements follow the same accounting policies and methods of their application as the Company's August 31, 2006 annual financial statements. All adjustments are of a normal recurring nature. It is suggested that these interim financial statements be read in conjunction with the Company's August 31, 2006 annual financial statements. Operating results for the nine months ended May 31, 2007 are not necessarily indicative of the results that can be expected for the year ended august 31, 2007. Note 2 INVESTMENT The investment is comprised of wine purchased for appreciation and long-term resale. The wine is valued at the lower of cost and net realizable value. Cost is determined using the average cost method. The Company does not anticipate selling the product during the next twelve months. Note 3 CAPITAL STOCK - Note 5 On May 31, 2004, the Company forward split its common stock on the basis of 20.3 new for 1 old. The number of shares issued and outstanding, par value and additional paid-in capital has been restated to give retroactive effect to the forward split of its common stock. The Company filed a Form SB-2 registration statement with the United States Security and Exchange Commission and received $200,000 for the offering of 1,000,000 common shares at $0.20 per share. The Form SB-2 also included an offering, by selling shareholders of the Company, of 2,081,000 common shares at $0.20 per share. The Company received none of the proceeds of this portion of the offering. -8- Note 4 RELATED PARTY TRANSACTIONS - Note 5 The Company issued 20,007,680 shares to the director of the Company for expenses and loan proceeds as follows:
April 5, 2004 (Date of Three months ended Nine months ended Inception) to May 31, May 31, May 31, 2007 2006 2007 2006 2007 __________________________________________________________ Courier and postage $ - $ - $ - $ - $ 177 Registration and filing fees - - - - 659 Loan proceeds - - - - 150 __________________________________________________________ $ - $ - $ - $ - $ 986 ==========================================================
Note 5 NON-CASH TRANSACTIONS Investing and financing activities that do not have a direct impact on current cash flows are excluded from the statements of cash flows. During the period April 5, 2004 (Date of Inception) to May 31, 2007: - the Company issued 20,007,680 common shares to a director of the Company to settle $986 due to a related party; - the Company reacquired 2,000,000 common shares from a director of the Company for $2,000 pursuant to a promissory note, which was paid prior to August 31, 2006. The fair value of this transaction was recorded at $0.20 per share and consequently the Company has received a capital contribution of $398,000. These transactions have been excluded from the statements of cash flows. -9- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION This report contains forward-looking statements and information relating to us that is based on beliefs of management as well as assumptions made by, and information currently available to management. These statements may be identified by the use of terminology such as "BELIEVES," "PLANS", EXPECTS," "MAY," "SHOULD" or "ANTICIPATES", or expressing this terminology negatively or similar expressions or by discussions of strategy. These statements reflect our current view respecting future events and are subject to risks, uncertainties and assumptions, including the risks and uncertainties noted throughout the document. Although we have attempted to identify important factors that could cause the actual results to differ materially, there may be other factors that cause the forward looking statements not to come true as anticipated, believed, projected, expected or intended. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those described herein as anticipated, believed, projected, estimated, expected or intended. CRITICAL ACCOUNTING POLICIES Revenue is recognized as earned based on CONTRACTS or sales invoices, as the rental for storage takes place and the amount of revenue is fixed or determinable and collection is reasonably assured. Provision for estimated losses on CONTRACTS is recorded when identified. GENERAL The following Management's Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements, which involve risks and uncertainty. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors discussed in this section. Our fiscal year is from September 1 through August 31. EFFECT OF INFLATION AND FOREIGN CURRENCY EXCHANGE We have not realized a reduction in the price of our services as a result of domestic inflation. Nor have we experienced unfavorable profit reductions due to currency exchange fluctuations or inflation with our foreign customers. All sales transactions to date have been denominated in U.S. Dollars. However, we pay our lease for storage space in Canadian dollars. The current exchange rate is US$1.00 = CDN$1.066 at May 31, 2007. GOING CONCERN OPINION We are a development stage corporation and commenced business operations APRIL 5, 2004. We have generated revenues of $17,285 from our business operation from APRIL 5, 2004 (date of incorporation) to May 31, 2007. We included a going concern disclosure in our financial statements. We believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. We currently have a WEBSITE for OUR COMPANY that is WWW.YOURWINEWIZARD.COM where customers can place orders for wine-related products. We must raise cash from sources other than operations. Our only other source for cash at this time is investments by others in OUR COMPANY. We may raise cash to further develop our project. We have only one officer and director. He is responsible for our managerial and organizational structure, which will include preparation of disclosure and accounting controls under the Sarbanes Oxley Act of 2002. When these controls are implemented, he will be responsible for the administration of the controls. Should he not have sufficient experience, he may be incapable of creating and implementing the controls which may cause us to be subject to sanctions and fines by the SEC which ultimately could cause you to lose your investment. -10- PLAN OF OPERATIONS We are a development stage company with limited operations and revenues. Our management has made $985.60 of capital contributions to our business. The Company has raised the total of $235,186 through Private Placements. Management's capital contributions may be accomplished through interest-bearing promissory notes between OUR COMPANY and management. We have not determined the amount of funds that will be necessary for management to contribute or if there is any need for management to contribute any funds at all. Nor is there any assurance our management will have funds available to loan us as and when we require funds. In this event, we will be required to seek loans and/or equity funding from third parties and there is no assurance we will be able to do so. We intend to use THE COMPANY's WEBSITE as a marketing and sales tool. It is intended to outline the features and the benefits of our wine storage services, as well as acting as an information resource. The information contained on our WEBSITE is intended to allow potential consumers to quickly begin the wine storage process for the storage of their wine inventory. Our website information has been updated to reflect our partnerships with new vendors. The Company is offering more services for our customers, they can now order wine-related products such as glassware, corkscrews, wine cabinets and wine racking for home cellars directly via our website. We anticipate that most orders for our goods and services will occur through our WEBSITE and payment will be by secure online credit card or cybercash systems, that are under development. The Company has begun taking orders and to date has received orders in the amount of CAD$500.00. We can take orders online through our order form and are currently developing the ability to process online orders. At the end of the three-month period ended May 31, 2007, THE COMPANY had cash available in the amount of $93,502 and $8,085 in accounts receivables. For the three-month period ended May 31, 2007 we had a net loss of $29,527. To the extent that additional capital is raised through the sale of equity the issuance of the securities will result in dilution to our shareholders. Until such time as our WEBSITE and wine storage and cellaring facilities are expanded, we do not expect to have any significant revenues from our operations. We anticipate that if our WEBSITE and our wine storage and cellaring facilities are expanded, of which there can be no assurance, we will generate revenues from wine storage and retail sales of wine related products. There is no assurance that we will be successful in marketing our retail products or wine storage services. We have no other proposed sources of revenue. Therefore, if we are not successful in this regard, we will be unable to achieve revenues under our current business plan. If OUR COMPANY or its management receives proceeds from the sales of the securities by the selling security shareholders, which neither THE COMPANY nor its management has any intent to do, those persons may have conducted an illegal distribution of our securities and may be deemed underwriters. Accordingly, they will have liability for any material misrepresentations or omissions in this document and otherwise in the offer and sale of securities. THE COMPANY does not have any off balance sheet arrangements. We do not anticipate significant research and development expenses over the next twelve months, other than those related to the development of our WEBSITE. We do not expect to purchase or sell any plant and significant equipment or make any significant changes in the number of employees over the next twelve months. If we are unable to negotiate suitable arrangements with wine-related suppliers or vendors to advertise on our WEBSITE or allow us to represent their companies, or if we are unable to attract clients to use our wine storage services, we may have to suspend or cease operations. -11- If we cannot generate sufficient revenues to continue operations, we will suspend or cease operations. If we cease operations, we do not know what we will do and we do not have any plans to do anything else. LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL There is no historical financial information about us upon which to base an evaluation of our performance. We are in development stage operations and have only generated small revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products. To become profitable and competitive, we have to locate and negotiate agreements with wine collectors to allow us to store their wines on a fee basis. We are seeking equity financing to provide for the capital required to implement our operations. We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders. RESULTS OF OPERATIONS FROM INCEPTION ON APRIL 5, 2004 TO MAY 31, 2007 During the period we incorporated THE COMPANY, hired the attorney, and hired the auditor all in respect to the preparation of the Registration Statement. We have prepared an internal business plan. We have acquired the domain name "yourwinewizard.com." Our loss since inception is $124,466. We have only recently started our business operations and had one (1) customer for our services, which generated revenues of $17,285. The company has secured a new facility which is to be upgraded. While this facility is undergoing upgrades, the wine purchased by the Company is being cellared offsite in a secure location. LIQUIDITY AND CAPITAL RESOURCES THE COMPANY cannot guarantee that once we begin expanding our operations we will stay in business after operations have been expanded. If we are unable to successfully attract customers and negotiate strategic alliances or if we are unable to attract enough clients to utilize our wine storage services, we may quickly use up the proceeds from the money from the previous offering and will need to find alternative sources, like a second public offering, a private placement of securities, or loans from our officers or others in order for us to maintain our operations. At the present time, we have not made any arrangements to raise additional cash. If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely. Other than as described in this paragraph, we have no other financing plans. As of May 31, 2007, we have only generated an accumulated total of $17,285 in revenues from our business operations. As of May 31, 2007, our total assets were $124,809 and our total liabilities were $7,462. As of May 31, we had cash of $93,502. -12- PART II OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K There were no reports on Form 8-K filed during the quarter for which this report is filed. The following exhibits are filed with this report: 31.1 Certification of Chief Executive Officer 31.2 Certification of Chief Financial Officer 32.1 Section 906 Certification 32.2 Section 906 Certification ITEM 7. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: August 13, 2007 W. S. INDUSTRIES, INC. /s/ JAMES F. DEMPSEY _____________________________________ James F. Dempsey President and Chief Executive Officer -13- EX-31 2 ex31-1.txt EXHIBIT 31.1 EXHIBIT 31.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James F. Dempsey, certify that: 1. I have reviewed this Quarterly Report on Form 10-QSB, Amendment No. 1, of W.S. Industries, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. As the small business issuer's sole certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared; b) Paragraph omitted in accordance with SEC transition instructions contained in SEC Release No. 33-8238, and an extension of the compliance date in accordance with SEC Release No. 33-8545; c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. As the small business issuer's sole certifying officer, I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: August 13, 2007 By: /s/ JAMES F. DEMPSEY ______________________________ James F. Dempsey Chief Executive Officer EX-31 3 ex31-2.txt EXHIBIT 31.2 EXHIBIT 31.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James F. Dempsey, certify that: 1. I have reviewed this Quarterly Report on Form 10-QSB, Amendment No. 1, of W.S. Industries, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. As the small business issuer's sole certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared; b) Paragraph omitted in accordance with SEC transition instructions contained in SEC Release No. 33-8238, and an extension of the compliance date in accordance with SEC Release No. 33-8545; c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. As the small business issuer's sole certifying officer, I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: August 13, 2007 By: /s/ JAMES F. DEMPSEY _________________________ James F. Dempsey Chief Financial Officer EX-32 4 ex32-1.txt EXHIBIT 32.1 EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 In connection with the Quarterly Report of W. S. INDUSTRIES, INC. (the "Company") on Form 10-QSB, Amendment No. 1, for the period ending May 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, James F. Dempsey, President and Chief Executive Officer, respectively, of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: August 13, 2007 By: /s/ JAMES F. DEMPSEY _________________________ James F. Dempsey Chief Executive Officer EX-32 5 ex32-2.txt EXHIBIT 32.2 EXHIBIT 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 In connection with the Quarterly Report of W. S. INDUSTRIES, INC. (the "Company") on Form 10-QSB, Amendment No. 1, for the period ending May 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, James F. Dempsey, President and Chief Executive Officer, respectively, of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: August 13, 2007 By: /s/ JAMES F. DEMPSEY ________________________ James F. Dempsey Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----