10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 31, 2012

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.)

815 Hornby Street, Suite 404, Vancouver, BC, V6Z 2E6

 (Address of principal executive offices)

604-830-6499

Registrant’s 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 preceding 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

o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes

o

No

x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o                                                      Accelerated filer o

Non-accelerated filer o                                                        Small reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes

x

No

o

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of July 12, 2012.

Title of each class	Number of shares
Common Stock, par value $0.001 per share	21,088,680

2

PART I.

FINANCIAL INFORMATION

Item 1.

Financial Statements

3

W.S. INDUSTRIES, INC.

(A Development Stage Company)

INTERIM FINANCIAL STATEMENTS

May 31, 2012

(Unaudited)

(Stated in US Dollars)

4

W.S. INDUSTRIES, INC.

(A Development Stage Company)

INTERIM BALANCE SHEETS

May 31, 2012 and August 31, 2011

(Unaudited)

(Stated in US Dollars)

ASSETS	May 31, 2012	August 31, 2011
Current
Cash	$          1,963	$           7,088
Prepaid expenses	2,582	-
	4,545	7,088
Equipment – Note 2	113	143
	$           4,658	$             7,231
LIABILITIES
Current
Accounts payable and accrued liabilities – Note 5	$       249,728	$           92,375
Convertible promissory notes payable – Note 7	535,964	521,119
Loans and advances – Note 3 and 5	118,616	70,000
	904,308	683,494
CAPITAL DEFICIT
Capital stock – Note 4
Common stock, $0.001 par value
150,000,000 Authorized
21,088,680 Issued and outstanding (2011: 21,088,680)	21,089	21,089
Additional paid-in capital	20,229,765	20,229,765
Deficit accumulated during the development stage	(21,156,019)	(20,932,632)
Accumulated other comprehensive income	5,515	5,515
	(899,650)	(676,263)
	$          4,658	$            7,231

Nature of Operations and Ability to Continue as a Going Concern – Note 1

Commitment – Note 6

SEE ACCOMPANYING NOTES

5

W.S. INDUSTRIES, INC.

(A Development Stage Company)

INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

for the three and nine months ended May 31, 2012 and May 31, 2011 and

for the period from April 5, 2004 (Date of Inception) to May 31, 2012

(Unaudited)

(Stated in US Dollars)

					April 5, 2004
					(Date of
	Three months ended		Nine months ended		Inception) to
	May 31,	May 31,	May 31,	May 31,	May 31,
	2012	2011	2012	2011	2012
Revenue
Storage rental fee	$              -	$             -	$              -	$             -	$     17,285
Expenses
Administrative services	5,400	5,400	16,200	16,200	86,466
Bad debt expense	-	-	-	-	8,085
Bank charges	280	68	948	184	3,680
Consulting fees	1,344	-	2,688	-	11,566
Courier and postage	-	-	-	-	177
Depreciation	9	12	30	40	2,128
Entertainment	-	-	-	-	2,810
Management fees - Notes 5 and 6	30,300	30,300	90,900	90,900	534,100
Office and miscellaneous	-	-	-	-	12,918
Professional fees	7,008	10,935	42,094	41,647	266,130
Registration and filing fees	398	1,375	6,102	9,336	50,856
Rent	-	-	-	-	17,418
Research and marketing	-	-	-	-	7,500
Telephone	-	-	-	-	3,027
Travel	-	-	-	-	6,154
Wages	-	-	-	-	6,139
Loss before other items	(44,739)	(48,090)	(158,962)	(158,307)	(1,019,154)
Interest income	-	-	-	-	4,327
Interest expense	(15,961)	(10,695)	(43,764)	(28,529)	(121,784)
Accretion of debt discount - Note 7	(3,101)	(5,117)	(19,845)	(5,117)	(32,992)
Foreign exchange gain (loss)	28	(351)	(816)	(318)	(11,025)
Loss on extinguishment of debt – Note 7	-	(19,982,676)	-	(19,982,676)	(19,982,676)
Impairment of investment	-	-	-	-	(10,000)
Net loss for the period	(63,773)	(20,046,929)	(223,387)	(20,174,947)	(21,156,019)
Other comprehensive income (loss)
Foreign currency translation adjustment	-	-	-	-	5,515
Comprehensive loss for the period	$  (63,773)	(20,046,929)	$  (223,387)	$(20,174,947)	$ (21,150,504)
Basic  and diluted loss per share	$        0.00	$            0.95	$           0.01	$              0.96
Weighted average number of shares outstanding	21,088,680	21,088,680	21,088,680	21,088,680

SEE ACCOMPANYING NOTES

6

W.S. INDUSTRIES, INC.

(A Development Stage Company)

INTERIM STATEMENTS OF CASH FLOWS

for the Nine Months Ended May 31, 2012 and 2011 and

for the period from April 5, 2004 (Date of Inception) to May 31, 2012

(Unaudited)

(Stated in US Dollars)

			April 5, 2004
	Nine Months Ended		(Date of inception)
	May 31	May 31	to May 31, 2012
	2012	2011	(cumulative)
Cash Flows used in Operating Activities
Net loss for the period	$        (223,387)	$     (20,174,947)	$        (21,156,019)
Items not affecting cash:
Bad debt expense	-	-	8,085
Depreciation	30	40	2,128
Accretion of debt discount	19,845	5,117	32,992
Loss on extinguishment of debt	-	19,982,676	19,982,676
Impairment of investment	-	-	10,000
Changes in non-cash working capital balances:
Prepaid Expenses	(2,582)	-	(2,582)
Receivables	-	-	(8,085)
Accounts payable and accrued liabilities	157,353	151,478	816,735
Net cash used in operating activities	(48,741)	(35,636)	(314,070)
Cash Flows from Financing Activities
Loans and advances	48,616	33,240	145,999
Repayment of Promissory Note Payable	(5,000)	-	(5,000)
Common stock issued	-	-	297,186
Common stock repurchased	-		(62,000)
Net cash provided by financing activities	43,616	33,240	376,185
Cash Flows used in Investing Activities
Acquisition of equipment	-	-	(4,427)
Acquisition of investments	-	-	(64,903)
Net cash used in investing activities	-	-	(69,330)
Effect of exchange rate changes on cash	-	-	9,178
Net increase (decrease) in cash during the period	(5,125)	(2,396)	1,963
Cash, beginning of period	7,088	3,475	-
Cash, end of period	$          1,963	$            1,079	$                1,963
Non-Cash Transactions
Supplemental Information
Interest and taxes paid in cash	$                 -	$                    -	$                      -

Non cash Transactions – Note 8

SEE ACCOMPANYING NOTES

W.S. INDUSTRIES, INC.

7

(A Development Stage Company)

STATEMENTS OF STOCKHOLDERS’ EQUITY (CAPITAL DEFICIT)

for the period April 5, 2004 (Date of Inception) to May 31, 2012

(Unaudited)

(Stated in US Dollars)

				Accumulated	Accumulated
			Additional	During the	Other
			Paid-in	Development	Comprehensive
	Number	Par Value	Capital	Stage	Income	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	-	-	298,000	-	-	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
Issued for cash:
Private placement agreements
- at $0.20	300,000	300	59,700	-	-	60,000
Shares repurchased    - at $0.20	(300,000)	(300)	(59,700)	-	-	(60,000)
Foreign currency translation  adjustment	‘ -	-	-	-	785	785
Net loss for the year	-	-	-	(54,962)	-	(54,962)
Balance, August 31, 2007	21,088,680	21,089	214,097	(149,901)	7,232	92,517
Foreign currency translation  adjustment	-	-	-	-	(944)	(944)
Net loss for the year	-	-	-	(128,431)	-	(128,431)
Balance, August 31, 2008	21,088,680	21,089	214,097	(278,332)	6,288	(36,858)

.../cont’d

SEE ACCOMPANYING NOTES

8

W.S. INDUSTRIES, INC.

(A Development Stage Company)

STATEMENTS OF STOCKHOLDERS’ EQUITY (CAPITAL DEFICIT)

for the period April 5, 2004 (Date of Inception) to May 31, 2012

(Unaudited)

(Stated in US Dollars)

...cont’d/

				Deficit
				Accumulated	Accumulated
			Additional	During the	Other
			Paid-in	Development	Comprehensive
	Number	Par Value	Capital	Stage	Income	Total
Balance, August 31, 2008	21,088,680	21,089	214,097	(27,332)	6,288	(36,858)
Foreign currency translation  adjustment	-	-	-	-	(773)	(773)
Net loss for the year	-	-	-	(296,545)	-	(196,545)
Balance, August 31, 2009	21,088,680	21,089	214,097	(474,877)	5,515	(234,176)
Net loss for the year	-	-	-	(208,999)	-	(208,999)
Balance, August 31, 2010	21,088,680	21,089	214,097	(683,876)	5,515	(443,175)
Extinguishment of debt – Note 7	-	-	20,015,668	-	-	20,015,668
Net loss for the year	-	-	-	(20,248,756)	-	(20,248,756)
Balance, August 31, 2011	21,088,680	21,089	20,229,765	(20,932,632)	5,515	(676,263)
Net loss for the period	-	-	-	(223,387)	-	(223,387)
Balance, May 31, 2012	21,088,680	$       21,089	$  20,229,765	$  (21,156,019)	$        5,515	$      (899,650)

SEE ACCOMPANYING NOTES

9

W.S. INDUSTRIES, INC.

(A Development Stage Company)

May 31, 2012

NOTES TO THE INTERIM FINANCIAL STATEMENTS

Note 1

Nature of Operations and Ability to Continue as a Going Concern

The Company is in the development stage and offered wine storage and cellaring services and also invested in wine for long term appreciation and resale.  The Company had disposed of its wine collection during the year ended August 31, 2009; the Company intends to explore new investment opportunities.  The Company was incorporated in the State of Nevada, United States of America on April 5, 2004 and its fiscal year end is August 31.  Effective July 2, 2008, the Company is listed for trading on the Over-the-Counter Bulletin Board in the United States of America.

These financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America on a going concern basis, which assumes that the Company will continue to realize its assets and discharge its obligations and commitments in the normal course of operations.  Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.  At May 31, 2012, the Company had an accumulated deficit of $21,156,019 (August 31, 2011: $20,932,632) and has a working capital deficit of $899,763 (August 31, 2011: $676,406) and expects to incur further losses in the development of its business.  Additionally, on April 1, 2012, convertible promissory notes with a face value of $535,594 became due.  The Company is negotiating further terms with the lenders.  These matters cast substantial doubt about the Company’s ability to continue as a going concern.  The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.  Management has no formal plan in place to address this concern but is considering obtaining additional funds by debt financing to the extent there is a shortfall from operations.  While the Company is broadening its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds for operations.

These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein.  It is suggested that these interim consolidated financial statements be read in conjunction with the audited consolidated financial statements of the Company for the year ended August 31, 2011.  The interim results are not necessarily indicative of the operating results expected for the full fiscal year ending on August 31, 2012.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures herein are adequate to make the information presented not misleading.

10

W.S. INDUSTRIES, INC.

(A Development Stage Company)

May 31, 2012

NOTES TO THE INTERIM FINANCIAL STATEMENTS

Note 2

Equipment

	May 31, 2012
		Accumulated
	Cost	Depreciation	Net
Computer equipment	$  1,940	$  1,827	$ 113

	August 31, 2011
		Accumulated
	Cost	Depreciation	Net
Computer equipment	$  1,940	$  1,797	$ 143

Note 3

Loans and advances

Loans and advances totalling $118,616 (August 31, 2011: $70,000) are unsecured, non-interest bearing and have no specific terms of repayment. (Note 5)

Note 4

Capital Stock

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.

On February 18, 2011, the Company increased its authorized share capital from 100,000,000 to 150,000,000 common shares.

Private Placements

On May 31, 2004, the Company issued 20,007,680 common shares at $0.000049 per share, for total proceeds of $986.  During June 2004, the Company issued 2,000,000 common shares at $0.01 per share, for total proceeds of $20,000.  During June, July, and August 2004, the Company issued 81,000 common shares at $0.20 per share, for total proceeds of $16,200. On July 20, 2006, the Company issued 1,000,000 common shares at $0.20 per share, for total proceeds of $200,000.  On July 27, 2007, the Company issued 300,000 common shares at $0.20 per share, for total proceeds of $60,000.

During the year ended August 31, 2006, 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.

11

W.S. INDUSTRIES, INC.

(A Development Stage Company)

May 31, 2012

NOTES TO THE INTERIM FINANCIAL STATEMENTS

Note 4

Capital Stock (continued)

In December 2006, the Company received an order for production from the British Columbia Securities Commission to provide certain information and documents relating to, inter alia, the sale of the above noted 1,000,000 common shares at $0.20 per share to verify the availability of the registration and prospectus exemptions relied upon by the Company in offering such shares to residents of British Columbia.  To resolve the matter, the Company issued a voluntary rescission offer to rescind any previous subscriptions of these shares and offered a full refund of the subscription monies.  In lieu and in place of these shares, the Company offered an equivalent number of shares for sale pursuant to the updated private placement dated June 27, 2007.  Of the nine original investors included in the 1,000,000 share private placement, three of these investors accepted the rescission offer at $0.20 per share and were refunded the total amount of their investment of $60,000 and 300,000 common shares were returned to treasury and cancelled.  The remaining six investors rejected the rescission offer and three new investors completed and paid the remaining portion of the private placement by the payment of $60,000.

Note 5

Related Party Transactions

Pursuant to a resolution dated June 1, 2008, an officer of the Company who is majority shareholder of the Company is to be paid a monthly management fee of $2,600 per month. The amount may be adjusted from time to time at the discretion of the Board of Directors. During the year ended August 31, 2011, $118,300 which was accrued management fees from previous years was settled through the issuance of a convertible promissory note as described in Note 7.

During the three and nine months ended May 31, 2012, the Company incurred management fees of $7,800 and $23,400 respectively (May 31, 2011: $7,800 and $23,400) payable to the director of the Company. As at May 31, 2012, accounts payable included $28,800 (August 31, 2011 - $5,400) in management fees payable to the officer of the Company.

As at May 31, 2012 loans and advances includes an advance of $70,000 (August 31, 2011 - $45,000) from the officer of the Company.

Pursuant to a resolution dated June 1, 2008, the spouse of an officer of the Company is to be paid monthly to provide administrative services to the Company at a rate of $1,800 per month.  The amount may be adjusted from time to time at the discretion of the Board of Directors. During the year ended August 31, 2011, $63,000 (2010 - $Nil) in respect of these administrative fees was settled through the issuance of a convertible promissory note as described in Note 7.

As at May 31, 2012, accounts payable included $23,400 (August 31, 2011 - $7,200) in administrative fees payable to the spouse of the officer of the Company. During the three and nine months ended May 31, 2012, the Company incurred administrative fees of $5,400 and $16,200 respectively (May 31, 2011: $5,400 and $16,200).

12

W.S. INDUSTRIES, INC.

(A Development Stage Company)

May 31, 2012

NOTES TO THE INTERIM FINANCIAL STATEMENTS

Note 6

Commitment

On March 1, 2008 the Company entered into a Management Agreement whereby the Company is obligated to pay $7,500 per month in return for various management services. The agreement has no fixed term; however, accrued fees incur interest at a rate of 15% per annum whereby interest is compounded quarterly. In connection with this agreement the Company has incurred $22,500 and $67,500 during the three and nine months ending May 31, 2012 (2011 - $22,500 and $67,500) in management fees and accrued interest of $15,961 and $43,764 for the three and nine months ending May 31, 2012 (2011 - $10,695 and $28,529).

As at May 31, 2012 the balance of unpaid management fees and accrued interest thereon totals $160,427 (August 31, 2011 - $49,164) which is included in Accounts Payable and Accrued Liabilities.

Note 7

Convertible Promissory Notes

	May 31, 2012	August 31, 2011
Convertible promissory note payable, bearing interest at 15% per annum compounded quarterly, due April 1, 2012	$ 288,670	$ 288,670
Convertible promissory notes payable with a face value of $252,294 and a fair value of $219,302 at issuance and including accumulated accretion of $32,992 (August 31, 2011 - $13,147), less repayment of $5,000 (August 31, 2011 - $nil), non-interest bearing, due April 1, 2012	247,294	232,449
	$ 535,964	$ 521,119

On April 1, 2011, the Company agreed with certain of its creditors to settle $540,964 in amounts owed in respect of accrued management and administrative fees as well as loans and advances payable to those creditors in exchange for convertible promissory notes in the same amount.  The Company accounted for the transaction as an extinguishment of debt and recorded a loss on extinguishment of $19,982,676 as a result of recording the new promissory notes at their fair value of $20,523,640.  The fair value of the notes was determined with reference to the quoted market price of the Company’s shares multiplied by the number of common shares of the Company that would be issued upon conversion of the notes.  The premium of the fair value of the notes over the principal balances totalling $20,015,668 was recorded as additional paid-in capital.

These notes matured on April 1, 2012 and bore no terms of interest except for the note in the amount of $288,670 which bears interest at the rate of 15% per annum.  The non-interest bearing convertible notes with an aggregate face value of $252,294 were discounted using an estimated market discount rate of 15% and their fair value was calculated to be $219,302.  The difference of $32,992 was accreted over the life to maturity using the effective interest rate method. During the nine-month period ended May 31, 2012, the Company recorded accretion expense of $19,845 (2011: $5,117) on the non-interest bearing convertible note.  During the nine months period ended May 31, 2012 the Company recorded accrued interest of $43,764 (2011: $7,224) on the interest bearing convertible note in accrued liabilities.

13

W.S. INDUSTRIES, INC.

(A Development Stage Company)

May 31, 2012

NOTES TO THE INTERIM FINANCIAL STATEMENTS

Note 7

Convertible Promissory Notes (continued)

The terms of the convertible promissory notes allow the note holders to elect to convert the principal and accrued interest thereon at any time during the term of the notes into common shares at $0.01 per share.  The conversion features of these notes are without price re-set or cash settlement clauses and therefore have not been bifurcated and recorded as a derivative liability.  

At May 31, 2012, $176,300 (August 31, 2011: $181,300) of the non-interest bearing promissory notes are due to an officer of the Company and his spouse.   

The convertible promissory notes came due on April 1, 2012.  The Company is currently negotiating to amend the terms of the debt.  

Note 8

Non-cash Transactions

Transactions that do not involve cash are excluded from the statement of cash flows. During the nine months ended May 31, 2012, the Company settled accounts payable and accrued liabilities of $nil (2011: $512,265) and loans and advances payable of $nil (2011: $28,699) by the issuance of promissory notes payable.

14

ITEM 2 | MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Financial Condition

We are a development stage corporation and have realized limited operations and generated limited revenues from our business operations.

On July 2, 2008 the Company began trading on the over-the-counter-bulletin-board (“OTCBB”) under the symbol “WSID”.  For the interim period ended May 31, 2012 we generated no revenues from operations and have experienced losses since inception.

As of the period ended May 31, 2012 the Company has cash on hand of $1,963 compared to $7,088 as at August 31, 2011.  The Company has disposed of its wine collections during the year ended August 31, 2009 and the Company may need to consider an alternate business model if we are to become profitable. The Company is open to new opportunities and is seeking to broaden its horizons.

At May 31, 2012 the Company estimated that it would require $600,000 to meet its operating needs for the current fiscal year, the Company has not yet satisfied its need for cash. The Company will rely on its President to determine how to raise these funds, bearing in mind the best interests of the Company.

Results of Operations

There is limited historical financial information about us upon which to base an evaluation of our performance. We are in development stage operations and have generated limited 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.

To date, the Company has not recognized significant revenue through its operations and had an accumulated deficit of $21,156,019 since inception. We have no assurance that, if needed, 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.

On July 2, 2008 the Company began trading on the over-the-counter-bulletin-board (“OTCBB”) under the symbol “WSID”.  We have no revenues from operations, have experienced losses since inception, have been issued a going concern opinion by our auditors and rely upon the sale of our securities to fund operations.

In the nine months period ended May 31, 2012 our net loss was $223,387 compared to $20,174,947 for the nine month period ended May 31, 2011.  This difference was due to an increase in several areas.

15

Results of Operations - continued

Professional fees, which include accounting and audit fees and legal fees, increased for the nine month period ended May 31, 2012, at $42,094 up from $41,647 in 2011.  Interest were higher at $43,764 for 2012; in 2011 interest was $28,529.  This increase is a result of compounding interest charges incurred on the prior period’s unpaid management fees settled through the issuance of convertible promissory note and additional unpaid management fees for the current period. Accretion of debt discount on the non-interest bearing convertible promissory notes, increased for the period ended May 31, 2012 to $19,845 from $5,117 in 2011. The increase related to April 1, 2011 issuance of the non-interest bearing convertible promissory notes with a face value of $252,294 and fair value of $219,302 at issuance. In nine month period ended May 31, 2011, the Company recorded a loss on extinguishment of $19,982,676 as a result of recording the new promissory notes at their fair value of $20,523,640. No such item has incurred in 2012.  

Liquidity and Capital Requirements

As of May 31, 2012, the Company had total assets of $4,658, and total liabilities of $904,308 and a negative working capital of $899,763. As of August 31, 2011, the Company had total assets $7,231 and total liabilities of $683,494 and negative working capital of $676,406.

The Company has no other capital resources other than the ability to use its common stock to raise additional capital. The Company’s current cash is not sufficient to sustain operations in the next 3 months. Estimated cash needed for next 12 months is $600,000.  The cash will be mainly used for general administrative, corporate (legal, accounting and audit), financing and management and outstanding liabilities.

No commitments to provide additional funds have been made by management or other stockholders except as set forth above.  Accordingly, there can be no assurance that any additional funds will be available to the Company to allow it to cover operation expenses.   There are no assurances that we will be able to secure further funds required for our continued operations.  We will pursue various financing alternatives to meet our immediate and long-term financial requirements.  There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms.  If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due.  In such event, we will be forced to scale down or perhaps even cease our operations.

ITEM 3 | DISCLOSURES ABOUT MARKET RISK

Foreign Currency

In addition to the U.S. Dollar, we conduct business in Canadian Dollars and, therefore, are subject to foreign currency exchange risk on cash flows primarily related to expenses.   Accounting and management fees which make up approximately three quarters of our expenses are paid in US funds.   Since we primarily operate in US dollars our exposure to foreign currency risk should the Canadian dollar appreciate is limited.  To date we have not engaged in hedging activities to hedge our foreign currency exposure.  In the future, we may enter into hedging instruments to manage our foreign currency exchange risk or continue to be subject to exchange rate risk.

16

Inflation

Although inflation has not materially impacted our operations in the recent past, increased inflation could have a negative impact on our operating and general and administrative expenses, as these costs could increase.  

ITEM 4 | CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our president and our secretary and treasurer, to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As of May 31, 2012, the end of the nine month period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our president and our secretary and treasurer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president and our secretary and treasurer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report.

There have been no changes in our internal control over financial reporting that occurred during the quarter ended May 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II | OTHER INFORMATION

ITEM 1 | LEGAL PROCEEDINGS

None.

ITEM 1A | RISK FACTORS

There has been no change to the risk factors since the year ended August 31, 2011 as filed with the audited financial statements.

ITEM 2 | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3 | DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

17

ITEM 5 | OTHER INFORMATION

None

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:

Exhibit No.	Description
31.1	Section 302 Certification under Sarbanes-Oxley Act of 2002 of Chief Executive Officer
31.2	Section 302 Certification under Sarbanes-Oxley Act of 2002 of Chief Financial Officer
32.1	Section 906 Certifications under Sarbanes-Oxley Act of 2002 of Chief Executive Officer
32.2	Section 906 Certifications under Sarbanes-Oxley Act of 2002 of Chief Financial Officer
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

18

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:    July 12, 2012

W. S. INDUSTRIES, INC.

By: /s/ Fraser Campbell

_______________________

Fraser Campbell

President and Chief Executive Officer

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Fraser Campbell, Chief Executive Officer of W.S. Industries, Inc., certify that:

1.

I have reviewed this Quarterly Report on Form 10-Q 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)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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:    July 12, 2012

By:	/s/ Fraser Campbell
	Fraser Campbell
	Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Fraser Campbell, Chief Financial Officer of W.S. Industries Inc., certify that:

1.

I have reviewed this Quarterly Report on Form 10-Q 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)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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:    July 12, 2012

By:	/s/ Fraser Campbell
	Fraser Campbell
	Chief Financial Officer

EX-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-Q for the period ending May 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Fraser Campbell, Chief Executive Officer 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:    July 12, 2012

By:	/s/ Fraser Campbell
	Fraser Campbell
	Chief Executive Officer

EX-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-Q for the period ending May 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Fraser Campbell, Chief Financial Officer 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:    July 12, 2012

By:	/s/ Fraser Campbell
	Fraser Campbell
	Chief Financial Officer

XML

Loans and advances

9 Months Ended

May 31, 2012

Loans and advance

Loans and advances

Note 3 Loans and advances

Loans and advances totalling $118,616 (August 31, 2011: $70,000) are unsecured, non-interest bearing and have no specific terms of repayment. (Note 5)

XML

Equipment

9 Months Ended

May 31, 2012

Equipment

Equipment

Note 2 Equipment

	May 31, 2012
		Accumulated
	Cost	Depreciation	Net
Computer equipment	$  1,940	$  1,827	$ 113

	August 31, 2011
		Accumulated
	Cost	Depreciation	Net
Computer equipment	$  1,940	$  1,797	$ 143

XML

INTERIM BALANCE SHEETS (USD $)	May 31, 2012	Aug. 31, 2011
Current
Cash	$ 1,963	$ 7,088
Prepaid expenses	2,582	0
Total Current Assets	4,545	7,088
Equipment - Note 2	113	143
Total Assets	4,658	7,231
Current.
Accounts payable and accrued liabilities - Note 5	249,728	92,375
Convertible promissory notes payable - Note 7	535,964	521,119
Loans and advances - Note 3 and 5	118,616	70,000
Total Liabilities	904,308	683,494
CAPITAL DEFICIT
Capital stock - Note 4 Common stock, $0.001 par value 150,000,000 Authorized 21,088,680 Issued and outstanding (2011: 21,088,680)	21,089	21,089
Additional paid-in capital	20,229,765	20,229,765
Deficit accumulated during the development stage	(21,156,019)	(20,932,632)
Accumulated other comprehensive income	5,515	5,515
Total Capital Deficit	(899,650)	(676,263)
Total liabilities and Capital Deficit	$ 4,658	$ 7,231

XML

STATEMENTS OF STOCKHOLDERS EQUITY (CAPITAL DEFICIT) (USD $)	Number	Par Value USD ($)	Additional Paid-in Capital USD ($)	Accumulated During the Development Stage USD ($)	Accumulated Other Comprehensive Income USD ($)	Total USD ($)
Balance at Apr. 04, 2004	0	0
Issued for cash:
Private placement agreements - at $0.000049	20,007,680	20,008	(19,022)	0	0	986
Private placement agreements - at $0.01	2,000,000	2,000	18,000	0	0	20,000
Private placement agreements - at $0.20	81,000	81	16,119	0	0	16,200
Foreign currency translations adjustment.		$ 0	$ 0	$ 0	$ 380	$ 380
Net loss for the period"		0	0	(11,573)	0	(11,573)
Balance at Aug. 31, 2004	22,088,680	22,089	15,097	(11,573)	380	25,993
Issued for cash:
Foreign currency translation adjustments,		0	0	0	1,279	1,279
Net loss for the year		0	0	(32,276)	0	(32,276)
Balance at Aug. 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	0	0	200,000
Shares repurchased - at $0.20	(2,000,000)	(2,000)	(398,000)	0	0	(400,000)
Capital contribution		0	298,000	0	0	398,000
Foreign currency translation adjustment:		0	0	0	4,788	4,788
Net loss for the year.		0	0	(51,090)		(51,090)
Balance at Aug. 31, 2006	21,088,680	21,089	214,097	(94,939)	6,447	146,694
Issued for cash;
Private placement agreement at $0.20	300,000	300	59,700	0	0	60,000
Shares repurchase - at $0.20	(300,000)	(300)	(59,700)	0	0	(60,000)
Foreign currency translation adjustment;		0	0	0	785	785
Net loss for the year,		0	0	(54,962)	0	(54,962)
Balance at Aug. 31, 2007	21,088,680	21,089	214,097	(149,901)	7,232	92,517
Issued for cash;
Foreign currency translation adjustment..		0	0	0	(944)	(944)
Net loss for the year:		0	0	(128,431)	0	(128,431)
Balance at Aug. 31, 2008	21,088,680	21,089	214,097	(278,332)	6,288	(36,858)
Issued for cash;
Foreign currency translation adjustment.,		0	0	0	(773)	(773)
Net loss for the year;		0	0	(296,545)	0	(196,545)
Balance at Aug. 31, 2009	21,088,680	21,089	214,097	(474,877)	5,515	(234,176)
Issued for cash;
Net loss for the year..		0	0	(208,999)	0	(208,999)
Balance at Aug. 31, 2010	21,088,680	21,089	214,097	(683,876)	5,515	(443,175)
Issued for cash;
Extinguishment of debt - Note 7		0	20,015,668	0	0	20,015,668
Net loss for the year.,		0	0	(20,248,756)	0	(20,248,756)
Balance at Aug. 31, 2011	21,088,680	21,089	20,229,765	(20,932,632)	5,515	(676,263)
Issued for cash;
Net loss for the period,,		$ 0	$ 0	$ (223,387)	$ 0	$ (223,387)
Balance at May. 31, 2012	21,088,680	21,089	20,229,765	(21,156,019)	5,515	(899,650)

XML

Nature of Operations and Ability to Continue as a Going Concern

9 Months Ended

May 31, 2012

Nature of Operations And Ability to Continue as a Going Concern

Nature of Operations and Ability to Continue as a Going Concern

Note 1 Nature of Operations and Ability to Continue as a Going Concern

The Company is in the development stage and offered wine storage and cellaring services and also invested in wine for long term appreciation and resale.  The Company had disposed of its wine collection during the year ended August 31, 2009; the Company intends to explore new investment opportunities.  The Company was incorporated in the State of Nevada, United States of America on April 5, 2004 and its fiscal year end is August 31.  Effective July 2, 2008, the Company is listed for trading on the Over-the-Counter Bulletin Board in the United States of America.

These financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America on a going concern basis, which assumes that the Company will continue to realize its assets and discharge its obligations and commitments in the normal course of operations.  Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.  At May 31, 2012, the Company had an accumulated deficit of $21,156,019 (August 31, 2011: $20,932,632) and has a working capital deficit of $899,763 (August 31, 2011: $676,406) and expects to incur further losses in the development of its business.  Additionally, on April 1, 2012, convertible promissory notes with a face value of $535,594 became due.  The Company is negotiating further terms with the lenders.  These matters cast substantial doubt about the Company’s ability to continue as a going concern.  The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.  Management has no formal plan in place to address this concern but is considering obtaining additional funds by debt financing to the extent there is a shortfall from operations.  While the Company is broadening its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds for operations.

These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein.  It is suggested that these interim consolidated financial statements be read in conjunction with the audited consolidated financial statements of the Company for the year ended August 31, 2011.  The interim results are not necessarily indicative of the operating results expected for the full fiscal year ending on August 31, 2012.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures herein are adequate to make the information presented not misleading.

XML

INTERIM BALANCE SHEET PARENTHETICALS (USD $)	May 31, 2012	Aug. 31, 2011
Common stock, par or stated value	$ 0.001	$ 0.001
Common stock, shares authorized	150,000,000	150,000,000
Common Stock, shares issued	21,088,680	21,088,680
Common Stock, shares outstanding	21,088,680	21,088,680

XML

Document and Entity Information	9 Months Ended
	May 31, 2012	Jul. 12, 2012
Document and Entity Information
Entity Registrant Name	W. S. Industries, Inc.
Document Type	10-Q
Document Period End Date	May 31, 2012
Amendment Flag	false
Entity Central Index Key	0001310497
Current Fiscal Year End Date	--08-31
Entity Common Stock, Shares Outstanding		21,088,680
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q3

XML

INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (USD $)	3 Months Ended		9 Months Ended		98 Months Ended
	May 31, 2012	May 31, 2011	May 31, 2012	May 31, 2011	May 31, 2012
Revenue
Storage rental fee	$ 0	$ 0	$ 0	$ 0	$ 17,285
Expenses
Administrative services	5,400	5,400	16,200	16,200	86,466
Bad debt expense	0	0	0	0	8,085
Bank charges	280	68	948	184	3,680
Consulting fees	1,344	0	2,688	0	11,566
Courier and postage	0	0	0	0	177
Depreciation	9	12	30	40	2,128
Entertainment	0	0	0	0	2,810
Management fees - Notes 5 and 6	30,300	30,300	90,900	90,900	534,100
Office and miscellaneous	0	0	0	0	12,918
Professional fees	7,008	10,935	42,094	41,647	266,130
Registration and filing fees	398	1,375	6,102	9,336	50,856
Rent	0	0	0	0	17,418
Research and marketing	0	0	0	0	7,500
Telephone	0	0	0	0	3,027
Travel	0	0	0	0	6,154
Wages	0	0	0	0	6,139
Loss before other items	(44,739)	(48,090)	(158,962)	(158,307)	(1,019,154)
Interest income	0	0	0	0	4,327
Interest expense	(15,961)	(10,695)	(43,764)	(28,529)	(121,784)
Accretion of debt discount - Note 7	(3,101)	(5,117)	(19,845)	(5,117)	(32,992)
Foreign exchange gain (loss)	28	(351)	(816)	(318)	(11,025)
Loss on extinguishment of debt - Note 7	0	(19,982,676)	0	(19,982,676)	(19,982,676)
Impairment of investment	0	0	0	0	(10,000)
Net loss for the period	(63,773)	(20,046,929)	(223,387)	(20,174,947)	(21,156,019)
Other comprehensive income (loss)
Foreign currency translation adjustment	0	0	0	0	5,515
Comprehensive loss for the period	$ (63,773)	$ (20,046,929)	$ (223,387)	$ (20,174,947)	$ (21,150,504)
Basic and diluted loss per share	$ 0.00	$ 0.95	$ 0.01	$ 0.96
Weighted average number of shares outstanding	21,088,680	21,088,680	21,088,680	21,088,680

XML

Commitment

9 Months Ended

May 31, 2012

Commitment

Commitment

Note 6 Commitment

On March 1, 2008 the Company entered into a Management Agreement whereby the Company is obligated to pay $7,500 per month in return for various management services. The agreement has no fixed term; however, accrued fees incur interest at a rate of 15% per annum whereby interest is compounded quarterly. In connection with this agreement the Company has incurred $22,500 and $67,500 during the three and nine months ending May 31, 2012 (2011 - $22,500 and $67,500) in management fees and accrued interest of $15,961 and $43,764 for the three and nine months ending May 31, 2012 (2011 - $10,695 and $28,529).

As at May 31, 2012 the balance of unpaid management fees and accrued interest thereon totals $160,427 (August 31, 2011 - $49,164) which is included in Accounts Payable and Accrued Liabilities.

XML

Related Party Transactions

9 Months Ended

May 31, 2012

Related Party Transactions

Related Party Transactions

Note 5 Related Party Transactions

Pursuant to a resolution dated June 1, 2008, an officer of the Company who is majority shareholder of the Company is to be paid a monthly management fee of $2,600 per month. The amount may be adjusted from time to time at the discretion of the Board of Directors. During the year ended August 31, 2011, $118,300 which was accrued management fees from previous years was settled through the issuance of a convertible promissory note as described in Note 7.

During the three and nine months ended May 31, 2012, the Company incurred management fees of $7,800 and $23,400 respectively (May 31, 2011: $7,800 and $23,400) payable to the director of the Company. As at May 31, 2012, accounts payable included $28,800 (August 31, 2011 - $5,400) in management fees payable to the officer of the Company.

As at May 31, 2012 loans and advances includes an advance of $70,000 (August 31, 2011 - $45,000) from the officer of the Company.

Pursuant to a resolution dated June 1, 2008, the spouse of an officer of the Company is to be paid monthly to provide administrative services to the Company at a rate of $1,800 per month.  The amount may be adjusted from time to time at the discretion of the Board of Directors. During the year ended August 31, 2011, $63,000 (2010 - $Nil) in respect of these administrative fees was settled through the issuance of a convertible promissory note as described in Note 7.

As at May 31, 2012, accounts payable included $23,400 (August 31, 2011 - $7,200) in administrative fees payable to the spouse of the officer of the Company. During the three and nine months ended May 31, 2012, the Company incurred administrative fees of $5,400 and $16,200 respectively (May 31, 2011: $5,400 and $16,200).

XML

Convertible Promissory Notes

9 Months Ended

May 31, 2012

Convertible Promissory Notes

Convertible Promissory Notes

Note 7 Convertible Promissory Notes

	May 31, 2012	August 31, 2011
Convertible promissory note payable, bearing interest at 15% per annum compounded quarterly, due April 1, 2012	$ 288,670	$ 288,670
Convertible promissory notes payable with a face value of $252,294 and a fair value of $219,302 at issuance and including accumulated accretion of $32,992 (August 31, 2011 - $13,147), less repayment of $5,000 (August 31, 2011 - $nil), non-interest bearing, due April 1, 2012	247,294	232,449
	$535,964	$521,119

On April 1, 2011, the Company agreed with certain of its creditors to settle $540,964 in amounts owed in respect of accrued management and administrative fees as well as loans and advances payable to those creditors in exchange for convertible promissory notes in the same amount.  The Company accounted for the transaction as an extinguishment of debt and recorded a loss on extinguishment of $19,982,676 as a result of recording the new promissory notes at their fair value of $20,523,640.  The fair value of the notes was determined with reference to the quoted market price of the Company’s shares multiplied by the number of common shares of the Company that would be issued upon conversion of the notes.  The premium of the fair value of the notes over the principal balances totalling $20,015,668 was recorded as additional paid-in capital.

These notes matured on April 1, 2012 and bore no terms of interest except for the note in the amount of $288,670 which bears interest at the rate of 15% per annum.  The non-interest bearing convertible notes with an aggregate face value of $252,294 were discounted using an estimated market discount rate of 15% and their fair value was calculated to be $219,302.  The difference of $32,992 was accreted over the life to maturity using the effective interest rate method. During the nine-month period ended May 31, 2012, the Company recorded accretion expense of $19,845 (2011: $5,117) on the non-interest bearing convertible note.  During the nine months period ended May 31, 2012 the Company recorded accrued interest of $43,764 (2011: $7,224) on the interest bearing convertible note in accrued liabilities.

The terms of the convertible promissory notes allow the note holders to elect to convert the principal and accrued interest thereon at any time during the term of the notes into common shares at $0.01 per share.  The conversion features of these notes are without price re-set or cash settlement clauses and therefore have not been bifurcated and recorded as a derivative liability.  

At May 31, 2012, $176,300 (August 31, 2011: $181,300) of the non-interest bearing promissory notes are due to an officer of the Company and his spouse.   

The convertible promissory notes came due on April 1, 2012.  The Company is currently negotiating to amend the terms of the debt.  

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Non-cash Transactions

9 Months Ended

May 31, 2012

Non-cash Transactions

Non-cash Transactions

Note 8 Non-cash Transactions

Transactions that do not involve cash are excluded from the statement of cash flows. During the nine months ended May 31, 2012, the Company settled accounts payable and accrued liabilities of $nil (2011: $512,265) and loans and advances payable of $nil (2011: $28,699) by the issuance of promissory notes payable.

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INTERIM STATEMENTS OF CASH FLOWS (USD $)	9 Months Ended		98 Months Ended
	May 31, 2012	May 31, 2011	May 31, 2012
Cash Flows used in Operating Activities
Net loss for the period.	$ (223,387)	$ (20,174,947)	$ (21,156,019)
Items not affecting cash:
Bad debt expense.	0	0	8,085
Depreciation,	30	40	2,128
Accretion of debt discount	19,845	5,117	32,992
Loss on extinguishment of debt.	0	19,982,676	19,982,676
Impairment of investment.	0	0	10,000
Changes in non-cash working capital balances:
Prepaid Expenses.	(2,582)	0	(2,582)
Receivables	0	0	(8,085)
Accounts payable and accrued liabilities .	157,353	151,478	816,735
Net cash used in operating activities	(48,741)	(35,636)	(314,070)
Cash Flows from Financing Activities
Loans and advances	48,616	33,240	145,999
Repayment of Promissory Note Payable	(5,000)	0	(5,000)
Common stock issued	0	0	297,186
Common stock repurchased	0	0	(62,000)
Net cash provided by financing activities	43,616	33,240	376,185
Cash Flows used in Investing Activities
Acquisition of equipment	0	0	(4,427)
Acquisition of investments	0	0	(64,903)
Net cash used in investing activities	0	0	(69,330)
Effect of exchange rate changes on cash	0	0	9,178
Net increase (decrease) in cash during the period	(5,125)	(2,396)	1,963
Cash, beginning of period	7,088	3,475	0
Cash, end of period	1,963	1,079	1,963
Supplemental Information
Interest and taxes paid in cash	$ 0	$ 0	$ 0

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Capital Stock

9 Months Ended

May 31, 2012

Capital Stock

Capital Stock

Note 4 Capital Stock

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.

On February 18, 2011, the Company increased its authorized share capital from 100,000,000 to 150,000,000 common shares.

Private Placements

On May 31, 2004, the Company issued 20,007,680 common shares at $0.000049 per share, for total proceeds of $986.  During June 2004, the Company issued 2,000,000 common shares at $0.01 per share, for total proceeds of $20,000.  During June, July, and August 2004, the Company issued 81,000 common shares at $0.20 per share, for total proceeds of $16,200. On July 20, 2006, the Company issued 1,000,000 common shares at $0.20 per share, for total proceeds of $200,000.  On July 27, 2007, the Company issued 300,000 common shares at $0.20 per share, for total proceeds of $60,000.

During the year ended August 31, 2006, 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.

In December 2006, the Company received an order for production from the British Columbia Securities Commission to provide certain information and documents relating to, inter alia, the sale of the above noted 1,000,000 common shares at $0.20 per share to verify the availability of the registration and prospectus exemptions relied upon by the Company in offering such shares to residents of British Columbia.  To resolve the matter, the Company issued a voluntary rescission offer to rescind any previous subscriptions of these shares and offered a full refund of the subscription monies.  In lieu and in place of these shares, the Company offered an equivalent number of shares for sale pursuant to the updated private placement dated June 27, 2007.  Of the nine original investors included in the 1,000,000 share private placement, three of these investors accepted the rescission offer at $0.20 per share and were refunded the total amount of their investment of $60,000 and 300,000 common shares were returned to treasury and cancelled.  The remaining six investors rejected the rescission offer and three new investors completed and paid the remaining portion of the private placement by the payment of $60,000.