UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended

August 31, 2010

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.)

4255 Arbutus St.

Suite 250, Vancouver, BC

V6J 4R1

_______________________________________

(Address of principal executive offices)

Tel: 604-830-6499

_________________________________________________

Registrant’s telephone number, including area code

Securities to be registered pursuant to Section 12(b) of the Act:

None

Securities to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes  o     No  x

Indicate by check mark if the registrant is not required file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes  o     No  x

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  o

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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K

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 file   o                                 

Accelerated filer  o

Non-accelerated filer  o                            

Smaller 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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

On  August  31,  2010  there  the  market  value  of the  voting  stock  held by non-affiliates of the Registrant was $158,165.

Registrant’s revenues for the most recent fiscal year and for the period covered by this report are $0.00

State the number of shares outstanding of each of registrant’s classes of common equity, for the period covered by this report and as at the latest practicable date:

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of November 26, 2010.

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Table of Contents

TABLE OF CONTENTS 

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PART I

ITEM 1.  DESCRIPTION OF BUSINESS

Disclaimer

This report contains forward-looking statements, which reflect, among other things, management’s expectations regarding the Company’s future growth, results of operations, performance and business prospects and opportunities. The use of any of the words "anticipate", "continue", "estimate", "expect", "may", "will", "project", "should", "believe" and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Company believes that the expectations reflected in these forward-looking statements are based on reasonable assumptions but no assurance can be given that these expectations will prove to be correct and the forward-looking statements included in this report should not be unduly relied upon. These statements speak only as of the date of this report  and save and except as required under applicable securities legislation the Company assumes no obligation to update or revise them to reflect new events or circumstances.

COMPANY OVERVIEW

W.S. Industries, Inc. (or “the Company”) was incorporated in the State of Nevada on April 5, 2004, for the purpose of providing consulting services to businesses, and engaging in any other lawful activity. The Company’s principal address is 4255 Arbutus St. Suite 250, Vancouver, BC V6J 4R1

W.S. Industries, Inc. has been in the development stage since inception and has nominal operating history and revenues.  Since inception the Company has been engaged in the wine storage business; however, this was terminated during the year ended August 31, 2009. The Company will continue to explore new investment opportunities.

PRINCIPAL PRODUCTS AND SERVICES

The Company has a web site at www.yourwinewizard.com. The site is updated regularly to reflect our services as we add new ones and refine existing services.  

In the past our Company has provided services and information concerning wine storage, the cellaring of fine wines and accessories for the oenophile; however, the Company disposed of its wine collection during  the year ended August 31, 2009. In the future the Company intends to provide these services as it had done in the past while continuing to explore new investment opportunities. The administrative operations of the business are currently being run from the office of Mr. Dempsey, the Company’s President.

By visiting the Company’s website, existing and potential customers, and other interested parties can obtain information regarding wine storage and, more specifically, the wine storage services we provide.  The site offers customers a chance to quickly and efficiently begin the wine storage process. Later, additional features such as electronic registration of a clients’ wine collection and online inventory access for clients, through a dedicated database on the Company’s server, will serve to enhance the wine storage experience. Potential customers can contact the Company electronically and will be contacted by a representative of the company.  

In the past the Company sold a variety of wine related products and accessories and hopes to continue to do so in the future. Information about these products will be available on our website at www.yourwinewizard.com which is currently under maintenance.  The Company has been a dealer for a variety of upscale and high end wine products including wine coolers, custom designed wine coolers, hardwood wine racking manufactured in Canada and the United States, fine crystal stemware, wine buckets, wine cork removers and an assortment of other wine accessories to please the serious wine enthusiast as well as the casual wine drinker. Our Company has sold fine brands such as Cavavin wine coolers, and Spiegelau glassware.

We intend to create an interactive wine storage database for our customers so they can access their wine inventory through the Your Wine Wizard website. There, customers can keep a personalized wine diary, order additional wine storage and request delivery, or preparation for pick up, of selected wine from their own

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collections. In addition, the user will find links to other related articles and resources of interest concerning wines and wine storage.

Through a secure server www.YourWineWizard.com intends to offer online shopping to our customers so they can order from our full line of wine accessories directly through the secure website using a credit card. At the present time customers will need to contact our representative directly and can pay by cash or money order.

Our website content currently consists of information relating to the wine industry, and in particular, content dealing with wine storage and cellaring, and related issues. More expansive and detailed information may be developed in the future.

During the year ended August 31, 2009 the Company disposed of its entire wine collection.

WINE STORAGE AND CELLARING

The growing trend toward having a personal wine collection means that consumers need reliable, easy-to-read information about wine storage and the aging of wines.  Your Wine Wizard will be a one stop destination for basic, simplified information about wine storage and will introduce the consumer to why our services would be useful and indeed, necessary.  In this way, we hope to interest them in using our services.

WEBSITE

Currently our website, www.yourwinewizard.com is developed and operating. Our website is intended to be a simple, well-designed site that is in keeping with the latest trends in user interface design. We believe that a site that is too flashy or tries to use too much of the latest Shockwave or Flash technology can be overdone and cause potential clients to look elsewhere. We believe that, to the prospective clients we intend to target, time is valuable and a website that takes too long to load or is difficult to navigate may not appeal to them. Within the past year, our IT (information technology) provider has maintained the website, adding new content when necessary and enhancing the code to make the site readable on all browsers and ready to go as an interactive vehicle for our customers. We have one email address up and running, that is info@yourwinewizard.com and will add more as the need arises.  

We believe the lack of financial security on the Internet has been hindering economic activity. To ensure the security of transactions occurring over the Internet, U.S. federal regulations require that any computer software used within the United States contain a 128-bit encoding encryption, while any computer software exported to a foreign country contain a 40-bit encoding encryption.  There is uncertainty as to whether the 128-bit encoding encryption required by the U.S. is sufficient security for transactions occurring over the Internet. Accordingly, there is a danger that any financial (credit card) transaction via the Internet will not be a secure transaction. We are now considering risks, such as the loss of data or loss of service on the Internet from technical failure or criminal acts, in developing our future system specifications and in designing the security precautions in our website. There is no assurance that such security precautions will be successful.

We will seek to make www.yourwinewizard.com the virtual business card and portfolio for our company, as well as its online "home." We intend to make our website the showcase for the services we provide. Currently, we have no customers and there is no assurance we will ever have any customers.

MARKETING STRATEGY

Our website, www.yourwinewizard.com, which is currently under maintenance, is continuing to be improved on and must think about its marketing strategy and the brand it is presenting to its potential customers and possible competitors.  To create a positive brand in a very competitive marketplace the Company has a marketing plan that includes the following components:

·

Our Website:  www.yourwinewizard.com;

·

Strategic alliances with wineries, wine sellers and distributors throughout British Columbia, Canada. Your Wine Wizard will promote their products and services on our website for a set period of time in exchange for a predetermined fee;  

·

Direct advertising of our services, including flyers and promotional material distributed via direct mail, handouts at trade shows, and retail outlet brochure racks;

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·

Attendance at industry trade shows.  Such events can create opportunities to meet potential customers as well as possible strategic allies within the wine industry;

·

Development of a customer database for direct emails highlighting updates to the Company’s information and special offers to preferred email customers;

·

Networking via tradeshows, conferences and wine enthusiast organizations.

Once the Company has a defined customer base, it will be important to maintain good customer relations to ensure customer retention and encourage referral based business.  Customer-based marketing will include:

·

Keeping our customers informed of updates to our website and services;

·

Customer loyalty incentives;

·

Referral incentives;

·

Exploring additional sales tactics to increase the total revenue per client through the sale of additional storage area and wine related products.

WEBSITE MARKETING STRATEGY

Web marketing will start with our known wine industry contacts that we will ask to recommend our site. We will continue the strategy with long-term efforts to develop recognition in professional forums. We will seek to attract traffic to our website by a variety of online marketing tactics, such as search engine optimization, and utilizing link and banner exchange options.

ANTICIPATED REVENUE

We have identified three potential revenue streams:

1.

Term Revenue - By charging a fee for a given term from various suppliers who link with our website to advertise or promote their products or services;

2.

Retail Product Sales Revenue – By becoming a retailer of wine accessories and wine related products and;

3.

Advertising Revenue - By charging a fee to suppliers who advertise their products or services on our website.

We intend to develop and maintain a database of all our clients so that we can anticipate various wine storage needs and continuously build and expand our services.

There is no assurance that we will be able to interest professional wine industry companies in promoting their products and services on our website or in promotional materials.

MARKETING AND SALES

We plan to continue to market our services through our website.  As of the date of this report, we have an Internet service provider, web site developer and a web site, all of which we believe are necessary to execute our plan of business. We also plan to market our services through e-mail advertising, direct mail and direct sales of our services. We have not conducted any market testing to determine the nature, extent or characteristics of the market for our services and we have not yet commenced our marketing activities.

NEW PRODUCTS OR SERVICES

Other than the services described in this report, we currently have no new products or services planned, announced, or planned to be announced to the public.

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COMPETITIVE BUSINESS CONDITIONS

We will face competition from all segments of the wine and wine storage business and industry. We will compete with wine storage and other storage-related companies that have superior wine-related and storage experience and/or services which they now, or may, in the future, offer to their potential or existing customers. Many of these companies have other sources of revenues and possess resources far greater than ours, and we currently must rely only on our current capital to compete. In addition, these companies may have better marketing and distribution channels. There can be no assurance we will be able to compete effectively in this highly competitive industry, which could have a material adverse impact upon market acceptance and the anticipated success of our business. The main, existing and potential competitors for our wine business include any business involved in the wine, storage, distribution of wine or related services and manufacturers of refrigeration and racking systems. The following are the websites of some of the competitor companies currently offering wine storage and related information: Vancouver Wine Vault Inc. - - www.winevault.ca, Urban Cellars www.urbancellars.ca, Iron Gate Cellarage Inc. www.irongatewine.com, Fine Wine Reserve Inc. www.finewinereserve.com.

OUR COMPETITIVE POSITION

We believe competition takes place on many levels, including pricing, convenience in obtaining information, specialization, and nature of services offered. We intend to serve as a content aggregator for wine storage related information on the Internet.  We will seek to provide what we believe is an unbiased comprehensive information source, through our website, positioning us as a marketplace and facilitator for wine storage-related information.

Our objective is to provide information on our website that helps the consumer cut through the complex and confusing information available on the internet, and in other locations and sources, concerning wine storage and aging of wine, and seek to assist consumers in making a decision to use our wine services.

Within the industry, we will attempt to brand our website www.yourwinewizard.com as the consumer’s partner in his or her search for the most reliable wine service and wine storage information source. We will attempt to provide consumers with a one-stop shopping destination where they can access information and decision support tools, such as news on topics relating to wine storage. However, we have no assurance we will be successful in differentiating ourselves from our competitors, or that we will be successful in providing acceptable services or competing in the marketplace for our services. We will be using the internet to advertise our services, by paying other websites to place a link to our website on their website.

We expect our operations will depend on a number of third parties over which we will have limited or no control. Specifically, we do not own an Internet gateway, but instead, we rely on a third-party, independent and unrelated Internet Service Provider to host our website. We may experience interruptions in our website connection and our telecommunications access due to our reliance upon third parties. This could result in loss of business and revenues. We use software that is dependent on operating system, database and server software developed and produced by and licensed by independent third parties. We may discover errors and defects in this third party software and rely on the third parties to correct these errors and defects in a timely manner. Accordingly, continuous or prolonged interruptions in our website connection or in our telecommunications access may have an adverse effect upon consumer perception of our ability to provide information and/or services in a timely and efficient manner.

A party who is able to circumvent our security measures could misappropriate proprietary information and/or access our customers’ wine storage information and data. We may be required to expend significant capital and other resources to protect against security breaches or to alleviate problems caused by breaches. Concerns over the security of Internet transactions and the privacy of users may also inhibit the growth of the World Wide Web especially as a means of conducting commercial transactions. To the extent that our future activities, or those of third-party contractors whom we may use, involve the storage and transmission of proprietary information, such as a customer’s wine storage-related information and data and credit card numbers, security breaches could expose us to a risk of loss or litigation. There can be no assurance that we will be able to implement security measures that will prevent security breaches.

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SOURCES AND AVAILABILITY OF RAW MATERIALS

We do not require any raw materials for our business.

CUSTOMER BASE

We are assuming that, by establishing a broad customer base in the future, we will not have to depend on one or a few major customers for our revenues. There can be no assurance that this assumption is correct.

Our intended principal market of customers is expected to be those in need of additional wine storage and cellaring space to replace, complement or supplement their existing wine storage needs.  The market segments that we believe would use our fine wine storage information provision for their personal, commercial or investment use are wine enthusiasts who are condo and home owners, wine specialty stores, wine tasting clubs and societies and restaurateurs.

We intend to target this market using internet advertising and promotion of our website through links on other websites. We have not performed any marketing studies to assess whether a potential market exists for our proposed services, but we believe that there is such a market based on the existence of other wine storage and related product companies offering their services on the internet and the number of articles about fine wine storage and wine aging and management has seen in the media. We do not intend to perform any marketing studies prior to beginning operations. Based on the costs of similar services, we believe we can sustain a market for our services.

INTELLECTUAL PROPERTY

We do not have any trademarks, patents, licenses, royalty agreements, or other proprietary interests, except for the web domain name: www.yourwinewizard.com.

GOVERNMENTAL REGULATION ISSUES

The Company comes under the regulations of the British Columbia Securities Commission in British Columbia, Canada. The Company has no plans to expand outside of British Columbia, nor does the Company plan to transport alcohol outside the boundaries of British Columbia. We are affected by laws, rules and regulations directly applicable to access to or commerce on the Internet generally. However, due to increasing usage of the Internet, a number of laws and regulations may be adopted relating to the Internet, covering user privacy, pricing, and characteristics and quality of products and services. Furthermore, the growth and development for Internet commerce may prompt more stringent consumer protection laws imposing additional burdens on those companies conducting business over the Internet. The adoption of any additional laws or regulations may decrease the growth of the Internet, which, in turn, could decrease the demand for Internet services and increase the cost of doing business on the Internet. These factors may have an adverse effect on our business, results of operations and financial condition. We currently see the issue of wine and the internet coming into focus in the U.S., but we have not seen any proposed legislation that would have any impact on our business. However, we intend to continue to monitor this situation closely.

Several states have proposed legislation to limit the uses of personal user information gathered online or require online services to establish privacy policies. The Federal Trade Commission has also initiated action against at least one online service regarding the manner in which personal information is collected from users and provided to third parties. We will not provide personal information regarding our users to third parties. However, the adoption of such consumer protection laws could create uncertainty in Web usage and reduce the demand for our products.

Moreover, the interpretation of sales tax, libel and personal privacy laws applied to Internet commerce is uncertain and unresolved. We may be required to qualify to do business as a foreign corporation in each state or foreign country. Our failure to qualify as a foreign corporation in a jurisdiction where we are required to do so could subject us to taxes and penalties. Any existing or new legislation or regulation, including state sales tax, or the application of laws or regulations from jurisdictions whose laws do not currently apply to our business, could have a material adverse effect on our business, results of operations and financial condition.

We are not certain how business may be affected by the application of existing laws governing issues such as property ownership, copyrights, encryption and other intellectual property issues, taxation, libel, obscenity and

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export or import matters. The vast majority of such laws were adopted prior to the advent of the Internet. As a result, they do not contemplate or address the issues of the Internet and related technologies. Changes in laws intended to address such issues could create uncertainty in the Internet market place. Such uncertainty could reduce demand for services or increase the cost of doing business as a result of litigation costs or increased service delivery costs. In addition, because our advisory services are available over the Internet in multiple states and foreign countries, other jurisdictions may claim that we are required to qualify to do business in each such state or foreign country. We are qualified to do business only in Nevada. Our failure to qualify in a jurisdiction where it is required to do so could subject it to taxes and penalties. It could also hamper our ability to enforce contracts in such jurisdictions. The application of laws or regulations from jurisdictions whose laws currently apply to our business could have a material adverse affect on our business, results of operations and financial condition.

Other than the foregoing, no governmental approval is needed for the sale of our services.

RESEARCH AND DEVELOPMENT

To date, we have not undergone any research and development, except that required to establish and update our website.

ENVIRONMENTAL LAW COMPLIANCE

To the extent which environmental compliance may be necessary, we do not anticipate any significant compliance expense.

INSURANCE

We do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are made a party to a liability action, we may not have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us that could cause us to cease operations.

EMPLOYEES

Our only employee at the present time is our sole officer and director, James F. Dempsey, who will devote as much time as he determines is necessary to carry out the business of the Company.

REPORTS TO SECURITY HOLDERS

We are a reporting company under the requirements of the Exchange Act and file quarterly, annual and other reports with the Securities and Exchange Commission. Our annual report will contain the required audited financial statements. We are not required to deliver an annual report to security holders and will not voluntarily deliver a copy of the annual report to the security holders. The reports and other information filed by us will be available for inspection and copying at the public reference facilities of the Commission, 100 F Street, NE, Washington, D.C. 20549.

Copies of the material may be obtained by mail from the Public Reference Section of the Commission at 100 F Street, NE, Washington, D.C. 20549, at prescribed rates. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the Commission maintains a World Wide Website on the Internet at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission.

Effective September, 2008 under new regulatory requirements of the British Columbia Securities Commission, as an over-the-counter-bulletin-board (“OTCBB”) listed company conducting business in British Columbia, Canada, we became a reporting issuer in British Columbia and are required to file quarterly, annual and other reports on SEDAR.  These regulatory filings can be viewed under the Company’s profile at www.SEDAR.com.  

ITEM 1A RISK FACTORS

A smaller reporting company is not required to provide the information required by this item.

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ITEM 1B UNRESOLVED STAFF COMMENTS

A smaller reporting company is not required to provide the information required by this item.

ITEM 2.  DESCRIPTION OF PROPERTY

We do not own any real property at this time, and we conduct our business from our sole officer and director’s office located at Suite 250 – 4255 Arbutus Street, Vancouver, B.C. Canada.

The Company believes that existing office facilities are adequate for its needs through December 2010. Should the Company require additional space at that time, or prior thereto, the Company will attempt to secure space on commercially reasonable terms and without undue operational disruption.

ITEM 3.  LEGAL PROCEEDINGS

The Company is not a party to any legal proceeding, nor are we aware of any pending or threatened legal proceeding against us or any officer or director which might be material to an evaluation of our management or have any potentially adverse effect upon the Company.

ITEM 4.  [REMOVED AND RESERVED]

PART II

ITEM 5. MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES.

Effective July 2, 2008, the Company is listed for trading on the Over-the-Counter Bulletin Board in the United States of America, since that date the shares had a low of $0.05 and a high of $0.50 per share.  Our shares are quoted under the symbol “WSID.OB.” The following table sets forth, for the periods indicated, the high and low bids for our common stock on the OTC Bulletin Board based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions as reported by the OTC Bulletin Board.

There are no outstanding options or warrants to purchase, or securities convertible into, our common stock. The issuer did not sell and securities or repurchase any securities during the period of this report.

Holders

There are 80 holders of record for our common stock. One of our record holders is Mr. Dempsey, our director, president, secretary and treasurer, who holds 18,007,680 restricted shares or approximately 85% of our issued common stock.

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Dividend Policy

We have never paid cash dividends on our capital stock. We currently intend to retain any profits we earn to finance the growth and development of our business. We do not anticipate paying any cash dividends in the foreseeable future.

Section 15(g) of the Securities Exchange Act of 1934

Our company's shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended, that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser's written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market, assuming one is established and maintained, of which there can be no assurance.

Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one-page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as "bid" and "offer" quotes, a dealers "spread" and broker/dealer compensation; the broker/dealer compensation, the broker/dealers duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers rights and remedies in causes of fraud in penny stock transactions; and, the NASD's toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.

Securities authorized for issuance under equity compensation plans

We have no equity compensation plans and accordingly we have no shares authorized for issuance under an equity compensation plan.

ITEM 6. SELECTED FINANCIAL DATA.

A smaller reporting company is not required to provide the information required by this Item.

ITEM 7.     MANAGEMENT DISCUSSION AND ANALYSIS

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.

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”.  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.

RESULTS OF OPERATIONS

In the year ended August 31, 2010 our net loss was $208,999, compared to $196,545 for the year ended August 31, 2009.  This increase was due to an increase in several areas.  Professional fees for 2010 were $35,014 versus $28,043 in 2009, a 25% increase.  The addition of an administrative assistant resulted in administrative services

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costs of $21,666 in 2010 which is consistent with 2009.  Bank charges and interest on management fees accrued were higher at $23,813 for 2010, in 2009 bank charges and interest on management fees accrued were $12,276. This increase is a result of interest charges incurred against unpaid management fees owed to a non-related party.  

Management fees and bonuses amounted to $121,200 for 2010, in which were consistent with 2009.  

Mr. Dempsey is responsible for our managerial and organizational structure which will include preparation of disclosure and accounting controls under the Sarbanes Oxley Act of 2002. 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.

PLAN OF OPERATIONS

We have raised a total of $235,186, net of common stock repurchased, in our equity offerings; as a result, we have been able to satisfy our cash requirements since inception.  

The Company estimates that it will need $150,000 to meet its operating needs, including general administrative costs for the upcoming fiscal year.  In the next 12 months the Company will need to raise additional cash to continue operations.  The Company will rely on its president to determine how to raise these funds, bearing in mind the best interests of the Company.

LIMITED OPERATING HISTORY | NEED FOR ADDITIONAL CAPITAL

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 become profitable and competitive, we have to sell our services and products. 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.

LIQUIDITY AND CAPITAL RESOURCES

To meet our need for cash, we raised funds through our public offering and a subsequent private placement. We have suffered recurring losses from operations.  The continuation of our company as a going concern is dependent upon our company attaining and maintaining profitable operations and raising additional capital.  The financial statements do not include any adjustment relating to the recovery and classification of recorded asset amounts or the amount and classification of liabilities that might be necessary should our company discontinue operations.  Due to the uncertainty of our ability to meet our current operating expenses and the capital expenses noted above, in their report on the annual financial statements for the period ended August 31, 2010, our independent auditors included an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern.  Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

The continuation of our business is dependent upon us raising additional financial support.  The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders.  Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to secure further funds required for our continued operations.  As noted herein, we are pursuing 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.

If we need additional cash and are not able to raise additional cash, then we will either have to suspend operations

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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 the date of this report, we have generated limited revenues ($17,285) from our business operations since inception.

We issued 21,088,680 shares of common stock pursuant to the exemption from registration contained in section 4(2) of the Securities Act of 1933. This was accounted for as a sale of common stock.

As of August 31, 2010, our total assets were $3,670 (2009: $1,135) and our total liabilities were $446,845 (2009:$ 235,311).

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

A smaller reporting company is not required to provide the information required by this Item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA .

13

W.S. INDUSTRIES, INC.

(A Development Stage Company)

FINANCIAL STATEMENTS

August 31, 2010 and 2009

(Stated in US Dollars)

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders,

W. S. Industries, Inc.

(A Development Stage Company)

We have audited the accompanying balance sheets of W.S. Industries, Inc. (the “Company”) (A Development Stage Company) as of August 31, 2010 and 2009 and the related statements of operations and comprehensive loss, cash flows and stockholders' equity (deficiency) for the years then ended and for the period from April 5, 2004 (Date of Inception) to August 31, 2010.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audits.  

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

In our opinion these financial statements referred to above present fairly, in all material respects, the financial position of W.S. Industries, Inc. (A Development Stage Company) as of August 31, 2010 and 2009 and the results of its operations and its cash flows for the years then ended and for the period from April 5, 2004 (Date of Inception) to August 31, 2010 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations.  These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

(signed) “BDO Canada LLP”

F-2

W.S. INDUSTRIES, INC.

(A Development Stage Company)

BALANCE SHEETS

August 31, 2010 and 2009

(Stated in US Dollars)

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

SEE ACCOMPANYING NOTES

F-3

W.S. INDUSTRIES, INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

for the years ended August 31, 2010 and 2009 and

for the period from April 5, 2004 (Date of Inception) to August 31, 2010

(Stated in US Dollars)

SEE ACCOMPANYING NOTES

F-4

W.S. INDUSTRIES, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

for the years ended August 31, 2010 and 2009 and

for the period from April 5, 2004 (Date of Inception) to August 31, 2010

(Stated in US Dollars)

SEE ACCOMPANYING NOTES

F-5

W.S. INDUSTRIES, INC.

(A Development Stage Company)

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY)

for the period April 5, 2004 (Date of Inception) to August 31, 2010

(Stated in US Dollars)

SEE ACCOMPANYING NOTES

F-6

W.S. INDUSTRIES, INC.

(A Development Stage Company)

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY)

for the period April 5, 2004 (Date of Inception) to August 31, 2010

(Stated in US Dollars)

…Cont’ from previous/

SEE ACCOMPANYING NOTES

F-7

W.S. INDUSTRIES, INC.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

August 31, 2010 and 2009

(Stated in US Dollars)

Note 1

Nature of Operations and Ability to Continue as a Going Concern

The Company is in the development stage and offers wine storage and cellaring services and also invests in wine for long term appreciation and resale. Though the Company had disposed of its wine collection during the year ended August 31, 2009, going forward the Company intends to provide these services as it had done in the past while continuing 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 August 31, 2010, the Company had an accumulated deficit of $683,876 (2009: $474,877) and has a working capital deficit of $443,370 (2009: $234,176) and expects to incur further losses in the development of its business, all of which casts 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 expending its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds for operations.

Note 2

Significant Accounting Polices

The financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgement.  Actual results may vary from these estimates.

The financial statements have, in management’s opinion, been properly prepared within the framework of the significant accounting policies summarized below:

Development Stage

The Company is a development stage company as defined in the Financial Accounting Standards Board (“FASB”) ASC 915-10 as it is devoting substantially all of its efforts to establish a new business and planned principal operations have not commenced. All losses accumulated since inception have been considered as part of the Company’s development stage activities.

F-8

Note 2

Significant Accounting Polices – (cont’d)

Foreign Currency Translation

The Company’s functional currency is in Canadian dollars as substantially all of the Company’s operations are in Canada and funds raised are denominated in Canadian dollars.  The Company used the United States dollar as its reporting currency for consistency with registrants of the Securities and Exchange Commission (“SEC”) and in accordance with the ASC 830 “Foreign Currency Translation” statement.

Foreign assets and liabilities that are denominated in a foreign currency are translated at the exchange rate in effect at the period end and capital accounts are translated at historical rates.  Income statement accounts are translated at the average rates of exchange prevailing during the period.  Translation adjustments from the use of different exchange rates from period to period are included in the Accumulated Other Comprehensive Income account in Stockholder’s Equity (Deficiency), if applicable.

Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date.  Any exchange gains and losses are included in non-operating expenses on the Statements of Operations and Comprehensive Loss.

Equipment and Depreciation

The Company records office equipment and computer equipment at cost and provides for depreciation at a rate of 10% per annum for office equipment and 30% per annum for computer equipment both using the declining balance method.  Additions during the year are amortized at one-half rates.   

Impairment of Long-lived Assets

In accordance with Financial Accounting Standards Board (“FASB”) ASC 360, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the carrying value of intangible assets and other long-lived assets are reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment.  The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset.  Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.

Revenue Recognition

Revenue is recognized in the period for which the rental of storage space is provided and the amount of revenue is fixed or determinable, persuasive evidence of an arrangement exists and collection is reasonably assured.  Provision for estimated losses on contracts is recorded when identified.

Income Taxes

The Company uses the assets and liability method of accounting for income taxes pursuant to ASC 740 “Accounting for Income Taxes”.  Under the assets and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The Company has adopted the provisions of ASC 740 which prescribes a recognition threshold and measurement attribute for tax positions taken or expected to be taken in a tax return.

F-9

Note 2

Significant Accounting Polices – (cont’d)

Allowance for Doubtful Accounts

Reserves for doubtful accounts are established when there is a basis to doubt the full collectability of accounts receivable, mainly based on past credit loss experience at each period end.

Basic and Diluted Loss per Share

The Company reports basic loss per share in accordance with ASC 260-10, “Earnings Per Share”.  Basic loss per share is computed by dividing the net loss available to common shareholders by the weighted-average number of common shares outstanding during the respective period presented in our accompanying financial statements.  Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period.  Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Company’s net loss position at the calculation date.  At August 31, 2010 and 2009, the Company had no outstanding common stock equivalents.

Comprehensive Loss

The Company has adopted ASC 220-10 “Reporting Comprehensive Income”.  Comprehensive loss is comprised of net loss and foreign currency translation adjustments.

Research and Marketing Costs

Research and marketing costs are expensed as incurred.

Financial Instruments

The carrying value of the Company’s financial instruments, consisting of cash, accounts payable and accrued liabilities and loans and advances approximate their fair value due to the short-term maturity of such instruments. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

ASC 820-10, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under ASC 820-10 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820-10 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:

Level 1-

quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 -

observable inputs other than Level I, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and

Level 3 -

assets and liabilities whose significant value drivers are unobservable by little or no market activity and that are significant to the fair value of the assets or liabilities.

F-10

Note 2

Significant Accounting Polices – (cont’d)

Recently Adopted Accounting Pronouncements – (cont’d)

FASB Accounting Standards Codification — Effective for interim and annual periods ending after September 15, 2009, the FASB has defined a new hierarchy for U.S. GAAP and established the FASB Accounting Standards Codification (ASC) as the sole source for authoritative guidance to be applied by nongovernmental entities. On the effective date of this standard, FASB Accounting Standards Codification™ (ASC) will become the source of authoritative U.S. accounting and reporting standards for nongovernmental entities, in addition to guidance issued by the Securities and Exchange Commission (SEC). ASC significantly changes the way financial statement preparers, auditors, and academics perform accounting research but is not intended to change GAAP. The adoption of the ASC changes the manner in which U.S. GAAP guidance is referenced, but it does not have any impact on the Company’s financial position or results of operations.

The Company adopted ASC 805 “Business Combinations” which was issued in December 2007. ASC 805 requires that upon initially obtaining control, an acquirer should recognize 100% of the fair values of acquired assets, including goodwill and assumed liabilities, with only limited exceptions, even if the acquirer has not acquired 100% of its target. Additionally, contingent consideration arrangements will be fair valued at the acquisition date and included on that basis in the purchase price consideration and transaction costs will be expensed as incurred. This statement also modifies the recognition for pre-acquisition contingencies, such as environmental or legal issues, restructuring plans and acquired research and development value in purchase accounting. This statement amends ASC 740-10, “Income Taxes” (“ASC 740”) to require the acquirer to recognize changes in the amount of its deferred tax benefits that are recognizable because of a business combination either in income from continuing operations in the period of the combination or directly in contributed capital, depending on the circumstances. ASC 805 is effective for fiscal years beginning after December 15, 2008. The adoption of this standard did not have any impact on the Company’s financial position or results from operations.

On September 1, 2009, the Company adopted ASC 810-10, “Non-controlling Interests in Consolidated Financial Statements (prior authoritative literature: SFAS No. 160, “Non-controlling Interests in Financial Statements – an amendment of ARB No. 5”). ASC 810-10 establishes accounting and reporting standards for non-controlling interest in a subsidiary and for deconsolidation of a subsidiary. ASC 810-10 requires retroactive adoption of the presentation and disclosure requirements for existing minority interests. The adoption of ASC 810-10 did not have a material impact on the Company’s consolidated financial statements.

On September 1, 2009, the Company adopted ASC 815-10 “Disclosures about Derivative Instruments and Hedging Activities”. ASC 815-10 amends and expands the disclosure requirements of ASC 815 (prior authoritative literature: SFAS 133, “Accounting for Derivative Instruments and Hedging Activities”) to include qualitative disclosures regarding the objectives and strategies for using derivatives, fair value amounts of gains and losses on derivative instruments and disclosures about credit-risk- related contingent features in derivative agreements. The pronouncement also requires the cross-referencing of derivative disclosures within the financial statements and notes thereto. The adoption of ASC 815-10 did not have a material impact on the Company’s consolidated financial statements.

The Company adopted ASC 470-20. In June 2008, the Emerging Issues Task Force (“EITF”) reached consensus on Issue No. 07-5, Determining Whether an Instrument (or Embedded Feature) is Indexed to an Entity’s Own Stock (“EITF 07-5”). EITF 07-5 was incorporated into ASC 470-20, Distinguishing Liabilities vs. Equity. ASC 470-20 provides guidance for instruments (including options or warrants on a company’s shares, forward contracts on a company’s shares, and convertible debt instruments and convertible preferred stock) that may contain contract terms that call into question whether the instrument or embedded feature is indexed to the entity’s own stock. ASC 470-20 is effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2008. The adoption of this standard did not have any impact on the Company’s financial position or results from operations.

F-11

Note 2

Significant Accounting Polices – (cont’d)

Recently Adopted Accounting Pronouncements – (cont’d)

In April 2009, the FASB issued additional disclosure requirements related to fair values, which are included in ASC 820, “Interim Disclosures about Fair Value of Financial Instruments.” The provisions require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in the annual financial statements. The required disclosures were effective for interim reporting periods ending after June 15, 2009. The adoption of the provision did not have a material impact on the Company’s statements of financial position, results of operations and cash flows.

In May 2009, the FASB issued ASC 855. The statement establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but prior to the issuance of financial statements. This statement was effective for interim or annual reporting periods after June 15, 2009. ASC 855 sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements as well as the circumstances under which the entity would recognize them and the related disclosures an entity should make. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

In August 2009, the FASB issued ASU No. 2009-05, “Measuring Liabilities at Fair Value,” or ASU 2009-05, which amends ASC 820 to provide clarification of circumstances in which a quoted price in an active market for an identical liability is not available. A reporting entity is required to measure fair value using one or more of the following methods: 1) a valuation technique that uses a) the quoted price of the identical liability when traded as an asset or b) quoted prices for similar liabilities (or similar liabilities when traded as assets) and/or 2) a valuation technique that is consistent with the principles of ASC 820. ASU 2009-05 also clarifies that when estimating the fair value of a liability, a reporting entity is not required to adjust to include inputs relating to the existence of transfer restrictions on that liability. The adoption of this ASU did not have an impact on the Company’s consolidated financial statements.

In January 2010, the FASB issued Accounting Standards Update No. 2010-06, Improving Disclosures about Fair Value Measurements (Topic 820)—Fair Value Measurements and Disclosures (ASU 2010- 06), to add additional disclosures about the different classes of assets and liabilities measured at fair value, the valuation techniques and inputs used, the activity in Level 3 fair value measurements, and the transfers between Levels 1, 2, and 3. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

In February 2010, the FASB issued ASU 2010-09, Subsequent Events. ASU 2010-09 was issued to amend ASC 855 to remove the requirement for SEC filers to disclose the date through which an entity has evaluated subsequent events. This change is intended to alleviate potential conflicts with current SEC guidance. The provisions of ASU 2010-09 are effective upon issuance. The adoption of ASC 855 and ASU 2010-09 did not have a material impact on the Company's financial statements.

Recently Issued But Not Yet Adopted Accounting Pronouncements

In June 2009, the FASB issued new guidance regarding accounting for transfers of financial assets. Among other things, the new guidance eliminates the concept of Qualified Special Purpose Entities (“QSPEs”). It also amends previous de-recognition guidance. The new guidance is effective for financial asset transfers occurring after the beginning of an entity’s fiscal year that begins after November 15, 2009. This guidance is not expected to have a material impact on the Company’s financial statements.

F-12

Note 3

Equipment

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.

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.

F-13

Note 5

Related Party Transactions

Pursuant to a resolution dated June 1, 2008, the President 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.

Pursuant to a resolution dated June 1, 2008, the spouse of the President 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, 2010, the Company incurred management fees of $31,200 (2009 - $31,200 and a bonus of $26,800 in respect to the Company becoming a reporting issuer on the OTCBB) payable to the President of the Company.

As at August 31, 2010, accounts payable includes $146,100 (2009 - $66,300) due to related parties of the Company with respect to the unpaid above noted fees and bonus and unpaid administrative reimbursements. The amount is unsecured, non-interest bearing, and due on demand.

The Loans and advances of $28,699 (2009 - $25,599) are unsecured, non-interest bearing and have no specific terms of repayment.

Note 6

Income taxes

The significant components of the Company’s deferred tax assets are as follows:

The Company evaluates its valuation allowance requirements based on projected future operations.  When circumstances change and this causes a change in management’s judgment about the recoverability of deferred tax assets, the impact of the change on the valuation allowance is reflected in current income.  As management of the Company does not currently believe that it is more likely-than-not that the Company will receive the benefit of this asset, a valuation allowance equal to the deferred tax asset has been established at both August 31, 2010 and 2009.

At August 31, 2010, the Company has incurred accumulated net operating losses totaling approximately $683,000 (2009 - $474,000) which are available to reduce taxable income in future taxation years.

F-14

Note 6

Income taxes – (cont’d)

These losses expire as follows:

Uncertain Tax Positions

The Company has adopted FASB ASC 740-10, "Accounting for Uncertainty in Income Taxes" ("ASC 740-10"). ASC 740-10 prescribes a recognition threshold and measurement attribute for the recognition and measurement of tax positions taken or expected to be taken in income tax returns. ASC 740-10 also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with tax positions.

All of the Company’s tax returns are subject to tax examinations until respective statute of limitation. The Company currently has no tax years under examination.

The Company’s tax filings are delinquent for all tax years since inception and are subject to audit by taxing authorities in jurisdictions where it conducts business. These audits may result in significant assessments of additional taxes, penalties and interest that are subsequently resolved with the authorities or potentially through the courts. Management believes the Company has adequately provided for any ultimate amounts that are likely to result from these audits; however, final assessments, if any, could be significantly different than the amounts recorded in the financial statements.

Based on the management’s assessment of ASC 740-10, it was concluded that the adoption of ASC 740-10, as of September 1, 2007, had no significant impact on the Company’s results of operations or financial position, and required no adjustment to the opening balance sheet accounts.   The year-end analysis supports the same conclusion, and the Company does not have an accrual for uncertain tax positions as of August 31, 2010. As a result, tabular reconciliation of beginning and ending balances would not be meaningful. If interest and penalties were to be assessed, we would charge interest to interest expense, and penalties to other operating expense. It is not anticipated that unrecognized tax benefits would significantly increase or decrease within 12 months of the reporting date.

Note 7

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.  The following transactions were excluded from the statement of cash flows:

During the year ended August 31, 2009, the Company disposed of its entire wine collection and equipment for consideration consisting of a settlement of an account payable in the amount of $55,184. There were no non-cash transactions during the year ended August 31, 2010.

F-15

Note 8

Commitments

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 earn interest at a rate of 15% per annum whereby interest is compounded quarterly. In connection with this agreement the Company has incurred $90,000 (2009 - $90,000) in management fees and accrued $22,604 (2008 - $12,956) in interest.

Note 9

Subsequent Event

Subsequent to year end the Company increased its authorized share capital from 25,000,000 to 100,000,000.

F-16

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

Not applicable

ITEM  9A(T). CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures: Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are not effective to ensure that information required to be disclosed in the reports our files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required due to the material weaknesses in internal control over financial reporting described below

(a)

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our internal control over financial reporting as of August 31, 2010. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control- Integrated Framework. Our management has concluded that, as of August 31, 2010, our internal control over financial reporting is not effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US generally accepted accounting principles. Our management reviewed the results of their assessment with our board of directors.  Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes when our level of business operations increase: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) is largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

Inherent limitations on effectiveness of controls

Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by

14

collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

(b)  Changes in Internal Control over Financial Reporting: There were no changes in our internal control over financial reporting identified in connection with our evaluation of these controls as of the end of the fiscal year ended August 31, 2010 covered by this report that affected those controls subsequent to the date of the evaluation referred to in the previous paragraph, including any correction action with regard to deficiencies and material weakness.

There were no changes in our internal controls or in other factors that could affect these controls subsequent to the date of their evaluation, including any deficiencies or material weaknesses of internal controls that would require corrective action.

ITEM 9 B. OTHER INFORMATION

None

PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE;

Our officers and directors will serve until their respective successor is elected and qualified. Our officers are elected by the board of directors to a term of one (1) year and serve until their successor is duly elected and qualified, or until they are removed from office. The board of directors has no nominating, auditing or compensation committees.

As of August 31, 2010, our sole executive officer and director, his age and positions are set forth below:

Name                  

      Age        Position

James F. Dempsey      56         President, Chief Executive Officer,

Secretary, Treasurer, C.F.O. and Director

James F. Dempsey has been the sole officer and director of the company since inception. From 1993 to 1995, he was self-employed as a real estate agent, and from 1995 to present has been employed by Remax as a real estate agent, in Vancouver, B.C. From 1980 to 1993, he was a commercial helicopter pilot.

The directors are elected for one-year terms that expire at the next annual meeting of shareholders. Executive officers are elected annually by the Board of Directors to hold office until the first meeting of the Board following the next annual meeting of shareholders and until their successors have been elected and qualified.

Family Relationships.

There are no family relationships among our officers, directors, or persons nominated for such positions.

BOARD MEETINGS AND COMMITTEES

The Board of Directors held a total of two meetings during the period from inception through August 31, 2010. No director attended fewer than 75% of all meetings of the Board of Directors during this period. The Company has no committees.

Indemnification

Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To

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the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

Audit Committee and Charter

We do not have a separately designated audit committee of the board or any other board-designated committee. Audit committee functions are performed by our board of directors. None of our directors are deemed independent. Our sole director, Mr. Dempsey, also holds positions as an officer. Our audit committee is responsible for: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors engagement by the audit committee.

Audit Committee Financial Expert

We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, at the present time, we believe the services of a financial expert are not warranted.

Code of Ethics

We have not yet adopted a corporate code of ethics.

Disclosure Committee and Charter

We do not yet have a disclosure committee and disclosure committee charter.

ITEM 11.    EXECUTIVE COMPENSATION

The following table sets forth the compensation paid by us from inception August 31, 2010, for our officers and directors. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any.

We have no employment agreements with any of our officers.  

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The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officers.

There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors other than as described herein.

Long-Term Incentive Plan Awards

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

Compensation of Directors

Our directors do not receive any compensation for serving as a member of the board of directors.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information with respect to beneficial ownership of our common stock as of August 31, 2010 for (i) each executive officer (ii) each director, (iii) each person known to us to be the beneficial owner of more than 5% of the outstanding shares, and (iv) all directors and officers as a group.

(1)

The person named above may be deemed to be a "parent" and "promoter" of our company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of his direct stock holdings. Mr. Dempsey is the only "promoter" of our company.

(2)

Each shareholder has sole and direct ownership of his shares.

All the shares listed above were acquired by the holder in March 2004 and are restricted pursuant to Rule 144.

All Officers and Directors as a Group 18,007,680 - Direct ownership of 85% (approx.) 1 Individual.

Changes in Control.

There are currently no arrangements, which would result in a change in control of the Company.

Our principal stockholder, James F. Dempsey, currently, owns approximately 85% of our common stock based on shares issued to him as full consideration for his payment of organizational expenses. As a result, he will have significant influence over all matters requiring approval by our stockholders, and will not require the approval of the minority stockholders in order to take any action. In addition, Mr. Dempsey will be able to elect all of the members of our Board of Directors, allowing him to exercise significant control of our affairs and management. In addition, Mr. Dempsey may affect most corporate matters requiring stockholder approval by written consent, without a duly-noticed and duly-held meeting of stockholders. In essence, Mr. Dempsey controls our Company and your vote is of little importance or consequence.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Other than the sale of shares to our officers and directors, we have not entered into any transactions with our officers, directors, persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons. We are not a subsidiary of` any other company. Our President, founder and Director,

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James F. Dempsey, was our only promoter. Mr. Dempsey provided and cash in the sum of $985.60 for his 18,007,680 shares of Common Stock.

In addition, we issued 101,000 shares to Carolyn Davis - wife of James Dempsey, and 1000 shares to each of Bob Delaney - Uncle to James Dempsey, Emily and Rebecca Dempsey - daughters of James Dempsey, Coleen Dempsey – mother of James Dempsey, for consideration of $0.20 per share.

In addition, Carolyn Davis also purchased 100,000 shares of the Company’s Common Stock, for consideration of $0.20 per share, in the offering conducted pursuant to the Company’s SB-2 registration statement declared effective by the SEC as of September 19, 2005.

Pursuant to the laws of British Columbia, Mr. Tibor Gajdics was also deemed a founder. Mr. Gajdics purchased 100,000 shares of the Company’s Common Stock, for consideration of US$.20 per share, in the offering conducted pursuant to the Company’s SB-2 registration statement declared effective by the SEC as of September 19, 2005.

Mr. Dempsey is not independent under the independence standards applicable to the small business issuer under paragraph (a)(1) of Item 407(a) of Regulation S-B.

Future transactions, if any, will be approved by a majority of the disinterested members and will be on terms no less favorable to us than those that could be obtained from unaffiliated parties.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

(1) Audit Fees

The aggregate fees billed for professional services rendered by the principal accountant for our audit of annual financial statements and review of financial statements included in our Form 10-QSBs or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:

2009 and 2010

$44,867 and $36,563 BDO Canada LLP

(2)

Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:

2009 and 2010

 $nil

BDO Canada LLP

(3) Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:

2009 and 2010

$nil

BDO Canada LLP

(4) All Other Fees

The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:

2009 and 2010

$nil

BDO Canada LLP

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PART IV

ITEM 15.EXHIBITS

The following Exhibits 3.01-3.03 are incorporated herein by reference from our Form SB-2 Registration Statement filed with the Securities and Exchange Commission, SEC File No. 333-121044, filed on December 7, 2004. Such exhibits are incorporated herein by reference pursuant to Rule 12b-32:

Exhibit No.

Document Description

3.01

Articles of Incorporation.

3.02

Certificate of Amendment to

Articles of Incorporation

3.03

Bylaws

All other previously filed exhibits are incorporated herein by reference.

The following documents are included herein:

Exhibit No.

Document Description

31.1

Certification of Principal Executive Officer pursuant to Rule 13a-15(e) and 15d-

15(e), promulgated under the Securities and Exchange Act of 1934, as amended.

31.2

Certification of Principal Financial Officer pursuant to Rule 13a-15(e) and 15d-

15(e), promulgated under the Securities and Exchange Act of 1934, as amended.

32.1

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section

906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).

32.2

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section

906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).

99.1

Letter from British Columbia Securities Commission, dated September 26, 2007.

Reports on Form 8-K:  No reports were on filed on Form 8K during the period ended December 31, 2010.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:  November 09, 2010           

W. S. INDUSTRIES, INC.

By: /s/ JAMES F. DEMPSEY

_______________________

James F. Dempsey

President and Chief Executive Officer