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

November 30, 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

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 Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  x       No  o

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

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 30, 2010.

Contents

PART I | FINANCIAL INFORMATION

4

ITEM 1 | FINANCIAL STATEMENTS

4

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

13

Financial Condition

13

Results of Operations

13

Liquidity and Capital Requirements

14

ITEM 3 | DISCLOSURES ABOUT MARKET RISK

14

Foreign Currency

14

Inflation

14

ITEM 4 | CONTROLS AND PROCEDURES

15

Evaluation of Disclosure Controls and Procedures

15

ITEM 4T | CONTROLS AND PROCEDURES

15

PART II | OTHER INFORMATION

16

ITEM 1 | LEGAL PROCEEDINGS

16

ITEM 1A | RISK FACTORS

16

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

16

ITEM 3 | DEFAULTS UPON SENIOR SECURITIES

16

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

16

ITEM 5 | OTHER INFORMATION

16

ITEM 6 | EXHIBITS AND REPORTS ON FORM 8-K

16

ITEM 7 | SIGNATURES

17

EXHIBIT 31.1

18

EXHIBIT 31.2

19

EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

20

EXHIBIT 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

21

W.S. INDUSTRIES, INC.

(A Development Stage Company)

INTERIM FINANCIAL STATEMENTS

November 30, 2010

(Unaudited)

(Stated in US Dollars)

W.S. INDUSTRIES, INC.

(A Development Stage Company)

INTERIM BALANCE SHEETS

November 30, 2010 and August 31, 2010

(Unaudited)

(Stated in US Dollars)

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

SEE ACCOMPANYING NOTES

W.S. INDUSTRIES, INC.

(A Development Stage Company)

INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

for the three months ended November 30, 2010 and 2009 and

for the period from April 5, 2004 (Date of Inception) to November 30, 2010

(Unaudited)

(Stated in US Dollars)

SEE ACCOMPANYING NOTES

W.S. INDUSTRIES, INC.

(A Development Stage Company)

INTERIM STATEMENTS OF CASH FLOWS

for the three months ended November 30, 2010 and 2009 and

for the period from April 5, 2004 (Date of Inception) to November 30, 2010

(Unaudited)

 (Stated in US Dollars)

SEE ACCOMPANYING NOTES

W.S. INDUSTRIES, INC.

(A Development Stage Company)

STATEMENTS OF STOCKHOLDERS’ EQUITY (CAPITAL DEFICIT)

for the period April 5, 2004 (Date of Inception) to November 30, 2010

(Unaudited)

(Stated in US Dollars)

SEE ACCOMPANYING NOTES

W.S. INDUSTRIES, INC.

(A Development Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

November 30, 2010

(Unaudited)

(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.  On November 9, 2010 the Company increased its authorized share capital from 25,000,000 to 100,000,000.

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 November 30, 2010, the Company had an accumulated deficit of $750,640 (August 31, 2010: $683,876) and has a working capital deficit of $510,120 (August 31, 2010: $443,370) 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.

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, 2010. The interim results are not necessarily indicative of the operating results expected for the full fiscal year ending on August 31, 2011. 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.

Note 2

Equipment

W.S. INDUSTRIES, INC.

(A Development Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

November 30, 2010

(Unaudited)

(Stated in US Dollars)

Note 2

Equipment – (cont’d)

Note 3

Loans and advances

Loans and advances totalling $53,699 (August 31, 2010: $28,699) are unsecured, non-interest bearing and   have no specific terms of repayment.

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.

W.S. INDUSTRIES, INC.

(A Development Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

November 30, 2010

(Unaudited)

(Stated in US Dollars)

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 three months ended November 30, 2010, the Company incurred management fees of $13,200 (2009: $7,800) payable to the President of the Company.  

As at November 30, 2010, accounts payable and accrued liabilities include $159,300 (August 31, 2010: $146,100) due to the director 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.

Loans and advances includes related party advances of $28,699 (August 31, 2010: $28,699) which are unsecured, non-interest bearing and have no specific terms of repayment.

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 (2009 - $22,500) in management fees and accrued $8,403 (2009 - $4,733) in interest.

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 November 30, 2009 we generated no revenues from operations and have experienced losses since inception.

As of the period ended November 30, 2010 the Company has cash on hand of $7,384, compared to $3,475 as at August 31, 2010.  At November 30, 2010 the Company estimated that it would require $125,000 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 $750,640 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 three month period ended November 30, 2010 our net loss was $66,764 compared to $59,332 for the three month period ended November 30, 2008.  This difference was due to an increase in several areas.

Results of Operations - continued

Professional fees, which include accounting and audit fees and legal fees, increased for the period ended November 30, 2010, at $20,007 up from $15,687 in 2009.  Bank charges and interest were higher at $8,403 for 2010; in 2009 bank charges and interest were $4,733.  This increase is a result of interest charges incurred on unpaid management fees.

Office and miscellaneous costs decreased for this period ended November 30, 2010, is $nil versus $25 in 2009.  This cost was primarily due to the Company paying for expenses hosting the website.

Liquidity and Capital Requirements

As of November 30, 2010, the Company had total assets of $7,565, and total liabilities of $517,504.  As of November 30, 2010, the Company had cash of $7,384 and a working capital deficiency of $510,120

Cash used in operating activities for the three months ended November 30, 2010 was $21,091 as compared to cash used in operating activities for the same period in 2009 of $19,087. There was a increase in cash used in operations as compared to last period. Cash provided by financing activities for the three months ended November 30, 2010 was $25,000 compared to cash provided by financing activities for the same period in 2009 of $nil.  There was an increase in cash provided by financing activities as compared to last period.

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 $125,000.  The cash will be mainly used for general administrative, corporate (legal, accounting and audit), financing and management.

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.

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

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.                                                                    

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 November 30, 2010, the end of the three 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 November 30, 2010 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, 2010 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

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:

31.1 Certification of Chief Executive Officer

31.2 Certification of Chief Financial Officer

32.1 Section 906 Certification

32.2 Section 906 Certification

ITEM 7 | SIGNATURES

Pursuant to the requirements 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.

W.S. INDUSTRIES INC.

Dated:  January 14, 2011

By:  /s/  Fraser Campbell

--------------------------------

Name: Fraser Campbell

Title:  President and Chief Executive Officer