SECURITIES AND EXCHANGE COMMISSI1ON
                             WASHINGTON, D.C. 20549


                                  FORM 10-QSB/A
                                 AMENDMENT NO. 1


[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934

                  For the quarterly period ended May 31, 2007.

                                       OR

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934

                  For the transition period from ____ to ____.


                       COMMISSION FILE NUMBER: 333-121044


                             W. S. INDUSTRIES, INC.
             ______________________________________________________
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


        Nevada                                           98-0439650
_______________________                     ____________________________________
(State of organization)                     (I.R.S. Employer Identification No.)


                             2275 West 23rd Avenue.
                             Vancouver B.C. V6L 1N3
                    ________________________________________
                    (Address of principal executive offices)


                                Tel: 604-830-6499
                _________________________________________________
                Registrants telephone number, including area code


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 12 months (or for such shorter  period that the Registrant was required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No[ ]

The Registrant is a Shell company. Yes [ ] No [X]

Securities registered under Section 12(g) of the Exchange Act:

There are 21,088,680 shares of common stock outstanding as of MAY 31, 2007.


<PAGE>


                                TABLE OF CONTENTS


PART I        FINANCIAL INFORMATION

ITEM  1       FINANCIAL STATEMENTS                                             3
ITEM  2       MANAGEMENT'S DISCUSSION OF OPERATIONS AND
              FINANCIAL CONDITION                                             10

PART II       OTHER INFORMATION                                               13

ITEM 6        EXHIBITS AND REPORTS ON FORM 8-K                                13
ITEM 7        SIGNATURES                                                      13
















                                      -2-


<PAGE>


PART I

ITEM 1. FINANCIAL STATEMENTS




                              W.S. INDUSTRIES, INC.
                          (A Development Stage Company)

                          INTERIM FINANCIAL STATEMENTS

                                  May 31, 2007

                                   (Unaudited)

                             (STATED IN US DOLLARS)





















                                      -3-


<PAGE>


<TABLE>
<CAPTION>

                              W.S. INDUSTRIES, INC.
                          (A Development Stage Company)
                             INTERIM BALANCE SHEETS
                        May 31, 2007 and August 31, 2006
                                   (Unaudited)
                             (STATED IN US DOLLARS)


                                                                               May 31,           August 31,
                                                                                2007                2006
                                                                                  $                  $
                                                                              ________           __________
<S>                                                                           <C>                  <C>
                                     ASSETS

Current
        Cash and cash equivalents                                               93,502             122,004
        Accounts receivable                                                      8,085              10,388
                                                                              ________             _______
                                                                               101,587             132,392
Investment - Note 2                                                             22,596              23,889
Equipment                                                                          626                 808
                                                                              ________             _______

                                                                               124,809             157,089
                                                                              ========             =======

                                   LIABILITIES
Current
        Accounts payable and accrued liabilities                                 7,462              10,395
                                                                              ________             _______

                              STOCKHOLDERS' EQUITY
Capital Stock - Notes 3 and 4
        Common Stock, $0.001 par value
        25,000,000 authorized
        21,088,680 issued and outstanding (August 31, 2006: 21,088,680)         21,089              21,089
Additional paid-in capital                                                     214,097             214,097
Deficit accumulated during the development stage                              (124,466)            (94,939)
Cumulative effect of foreign currency translation adjustment                     6,627               6,447
                                                                              ________             _______
                                                                               117,347             146,694
                                                                              ________             _______

                                                                               124,809             157,089
                                                                              ========             =======
</TABLE>

                             SEE ACCOMPANYING NOTES


                                      -4-


<PAGE>


<TABLE>
<CAPTION>


                              W.S. INDUSTRIES, INC.
                          (A Development Stage Company)
                        INTERIM STATEMENTS OF OPERATIONS
                   for the three and nine months ended May 31,
                 2007 and 2006 and for the period from April 5,
                    2004 (Date of Inception) to May 31, 2007
                                   (Unaudited)
                             (STATED IN US DOLLARS)




                                                                                                                  April 5, 2004
                                                                                                                    (Date of
                                                     Three months ended                Nine months ended          Inception) to
                                                           May 31,                           May 31,                 May 31,
                                                     2007           2006              2007            2006            2007
                                                      $              $                 $               $               $
                                                  __________     __________        __________      __________     _____________
<S>                                               <C>            <C>               <C>             <C>              <C>

Revenue
        Storage rental fee                                 -          1,815             1,800           5,385         17,285
                                                  __________     __________        __________      __________       ________
Expenses
        Accounting and audit fees                      4,072          6,525            14,984          13,796         53,668
        Amortization                                      61             87               182             260          1,314
        Bank charges and interest                         64             89               186             238          1,067
        Consulting fees                                    -              -                 -           1,000          8,240
        Courier and postage - Note 4                       -              -                 -               -            177
        Entertainment                                      -              -                 -               -          1,952
        Legal                                          1,586              -             6,894             944          7,716
        Office and miscellaneous                           -            931               390           4,297          8,381
        Registration and filing fees - Note 4            790            876             3,100           2,833         10,373
        Rent                                             632          1,432             2,807           5,925         14,371
        Research and marketing                             -              -                 -               -          7,500
        Telephone                                        181              -               217               -          1,324
        Travel                                             -              -               672               -          6,069
        Wages                                              -          2,761                 -           5,141          6,139
                                                  __________     __________        __________      __________       ________
                                                       7,386         12,701            29,432          34,434        128,291
                                                  __________     __________        __________      __________       ________

Loss before other items                               (7,386)       (10,886)          (27,632)        (29,049)      (111,006)
        Interest income                                    -            924              (182)          2,384          4,327
        Foreign exchange gain (loss)                    (392)           889            (1,713)         (1,489)        (7,787)
        Impairment of investment                           -              -                 -               -        (10,000)
                                                  __________     __________        __________      __________       ________

Net loss for the period                               (7,778)        (9,073)          (29,527)        (28,154)      (124,466)
Foreign currency translation adjustment                  324            859               180           3,795          6,627
                                                  __________     __________        __________      __________       ________

Comprehensive loss for the period                     (7,454)        (8,214)          (29,347)        (24,359)      (117,839)
                                                  ==========     ==========        ==========      ==========       ========

Basic loss per share                                   (0.00)         (0.00)            (0.00)          (0.00)
                                                  ==========     ==========        ==========      ==========

Weighted average number of shares outstanding     21,088,680     21,088,680        21,088,680      21,074,028
                                                  ==========     ==========        ==========      ==========

</TABLE>


                             SEE ACCOMPANYING NOTES


                                      -5-


<PAGE>

<TABLE>
<CAPTION>


                              W.S. INDUSTRIES, INC.
                          (A Development Stage Company)
                        INTERIM STATEMENTS OF CASH FLOWS
                     for the nine months ended May 31, 2007
                 and 2006 and for the period from April 5, 2004
                       (Date of Inception) to May 31, 2007
                                   (Unaudited)
                             (STATED IN US DOLLARS)


                                                                                                   April 5, 2004
                                                                                                     (Date of
                                                                  Nine months ended               Inception) to
                                                                       May 31,                        May 31,
                                                              2007                2006                 2007
                                                                $                   $                    $
                                                             _______             _______          ______________
<S>                                                          <C>                 <C>                 <C>

Cash Flows used in Operating Activities
        Net loss for the period                              (29,527)            (28,154)            (124,466)
        Items not affecting cash:
        Amortization                                             182                 260                1,314
        Impairment of investment                                   -                   -               10,000
        Changes in non-cash working capital balances:
        Accounts receivable                                    2,303              (5,474)              (8,085)
        Accounts payable and accrued liabilities              (2,933)             (5,648)               7,462
        Note payable                                               -              (2,000)                   -
                                                             _______             _______             ________
Net cash used in operating activities                        (29,975)            (41,016)            (113,775)
                                                             _______             _______             ________

Cash Flows from Financing Activities
        Common stock issued                                        -             200,000              237,186
        Common stock repurchased                                   -                   -               (2,000)
                                                             _______             _______             ________
Net cash from financing activities                                 -             200,000              235,186
                                                             _______             _______             ________

Cash Flows used in Investing Activities
        Acquisition of equipment                                   -                   -               (1,940)
        Acquisition of investments                                 -             (34,046)             (33,889)
                                                             _______             _______             ________
Net cash used in investing activities                              -             (34,046)             (35,829)
                                                             _______             _______             ________

Effect of exchange rate changes on cash                        1,473               3,795                7,920
                                                             _______             _______             ________

Net increase (decrease) in cash during the period            (28,502)            128,733               93,502

Cash, beginning of period                                    122,004               4,263                    -
                                                             _______             _______             ________

Cash, end of period                                           93,502             132,996               93,502
                                                             =======             =======             ========
Cash and cash equivalents are comprised of:
        Cash                                                  93,502               7,996               93,502
        Term deposits                                              -             125,000                    -
                                                             _______             _______             ________
                                                              93,502             132,996               93,502
Non-cash Transactions - Note 5                               =======             =======             ========


</TABLE>

                             SEE ACCOMPANYING NOTES


                                      -6-


<PAGE>


<TABLE>
<CAPTION>



                              W.S. INDUSTRIES, INC.
                          (A Development Stage Company)
             INTERIM STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
        for the period April 5, 2004 (Date of Inception) to May 31, 2007
                                   (Unaudited)
                             (STATED IN US DOLLARS)

                                                                                                     Cumulative
                                                                                      Deficit         Effect of
                                             (Note 4)                               Accumulated        Foreign
                                           Common Shares            Additional       During the       Currency
                                     _________________________       Paid-in        Development      Translation
                                      Number         Par Value        Capital          Stage         Adjustment        Total
                                     __________      _________      _________       __________       ___________     _________
<S>                                  <C>             <C>            <C>             <C>                <C>           <C>

Issued for cash:
   Private placement agreements
                 - at $0.000049      20,007,680      $  20,008      $ (19,022)      $        -         $     -       $     986
                 - at $0.01           2,000,000          2,000         18,000                -               -          20,000
                 - at $0.20              81,000             81         16,119                -               -          16,200
Foreign currency translation
 adjustment                                   -              -              -                -             380             380
Net loss for the period                       -              -              -          (11,573)              -         (11,573)
                                     __________      _________      _________       __________         _______       _________

Balance, August 31, 2004             22,088,680         22,089         15,097          (11,573)            380          25,993
Foreign currency translation
 adjustment                                   -              -              -                -           1,279           1,279
Net loss for the year                         -              -              -          (32,276)              -         (32,276)
                                     __________      _________      _________       __________         _______       _________

Balance, August 31, 2005             22,088,680         22,089         15,097          (43,849)          1,659          (5,004)
Issued for cash:
   Private placement agreements
                 - at $0.20           1,000,000          1,000        199,000                -               -         200,000
Shares repurchased
                 - at $0.20          (2,000,000)        (2,000)      (398,000)               -               -        (400,000)
Capital contribution                          -              -        398,000                -               -         398,000
Foreign currency translation
 adjustment                                   -              -              -                -           4,788           4,788
Net loss for the year                         -              -              -          (51,090)              -         (51,090)
                                     __________      _________      _________       __________         _______       _________

Balance, August 31, 2006             21,088,680         21,089        214,097          (94,939)          6,447         146,694
Foreign current translation
 adjustment                                   -              -              -                -             180             180
Net loss for the period                       -              -              -          (29,527)              -         (29,527)
                                     __________      _________      _________       __________         _______       _________

Balance, May 31, 2007                21,088,680      $  21,089      $ 214,097       $ (124,466)        $ 6,627       $ 117,347
                                     ==========      =========      =========       ==========         =======       =========
</TABLE>

                             SEE ACCOMPANYING NOTES


                                      -7-


<PAGE>


                              W.S. INDUSTRIES, INC.
                          (A Development Stage Company)
                    NOTES TO THE INTERIM FINANCIAL STATEMENTS
                                  May 31, 2007
                                   (Unaudited)
                             (STATED IN US DOLLARS)


Note 1   INTERIM REPORTING

         While the information  presented in the accompanying  interim financial
         statements is unaudited,  it includes all adjustments which are, in the
         opinion  of  management,  necessary  to present  fairly  the  financial
         position,  results of operations and cash flows for the interim periods
         presented.   These  interim   financial   statements  follow  the  same
         accounting  policies and methods of their  application as the Company's
         August 31, 2006 annual financial  statements.  All adjustments are of a
         normal recurring  nature.  It is suggested that these interim financial
         statements be read in  conjunction  with the Company's  August 31, 2006
         annual financial statements.

         Operating  results  for the  nine  months  ended  May 31,  2007 are not
         necessarily indicative of the results that can be expected for the year
         ended august 31, 2007.

Note 2   INVESTMENT

         The  investment  is comprised of wine  purchased for  appreciation  and
         long-term  resale.  The  wine is  valued  at the  lower of cost and net
         realizable value. Cost is determined using the average cost method. The
         Company does not anticipate  selling the product during the next twelve
         months.

Note 3   CAPITAL STOCK - Note 5

         On May 31,  2004,  the Company  forward  split its common  stock on the
         basis  of  20.3  new  for 1  old.  The  number  of  shares  issued  and
         outstanding, par value and additional paid-in capital has been restated
         to give retroactive effect to the forward split of its common stock.

         The Company filed a Form SB-2  registration  statement  with the United
         States Security and Exchange  Commission and received  $200,000 for the
         offering of 1,000,000  common shares at $0.20 per share.  The Form SB-2
         also included an offering,  by selling  shareholders of the Company, of
         2,081,000  common shares at $0.20 per share.  The Company received none
         of the proceeds of this portion of the offering.


                                      -8-


<PAGE>


Note 4   RELATED PARTY TRANSACTIONS - Note 5

         The Company issued 20,007,680 shares to the director of the Company for
         expenses and loan proceeds as follows:

<TABLE>
<CAPTION>

                                                                                           April 5, 2004
                                                                                              (Date of
                                              Three months ended     Nine months ended     Inception) to
                                                   May 31,                May 31,             May 31,
                                              2007         2006      2007        2006           2007
                                              __________________________________________________________
<S>                                           <C>          <C>       <C>         <C>          <C>

         Courier and postage                  $  -         $  -      $  -        $  -         $   177
         Registration and filing fees            -            -         -           -             659
         Loan proceeds                           -            -         -           -             150
                                              __________________________________________________________
                                              $  -         $  -      $  -        $  -         $   986
                                              ==========================================================
</TABLE>


Note 5   NON-CASH TRANSACTIONS

         Investing and financing  activities that do not have a direct impact on
         current cash flows are excluded from the statements of cash flows.

         During the period April 5, 2004 (Date of Inception) to May 31, 2007:

         - the  Company  issued  20,007,680  common  shares to a director of the
           Company to settle $986 due to a related party;

         - the Company reacquired 2,000,000 common shares from a director of the
           Company for $2,000  pursuant  to a  promissory  note,  which was paid
           prior to August  31,  2006.  The fair value of this  transaction  was
           recorded at $0.20 per share and consequently the Company has received
           a capital contribution of $398,000.

         These  transactions  have been  excluded  from the  statements  of cash
         flows.


                                      -9-


<PAGE>


ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This report contains  forward-looking  statements and information relating to us
that is based on  beliefs  of  management  as well as  assumptions  made by, and
information   currently  available  to  management.   These  statements  may  be
identified by the use of  terminology  such as  "BELIEVES,"  "PLANS",  EXPECTS,"
"MAY," "SHOULD" or "ANTICIPATES",  or expressing this terminology  negatively or
similar expressions or by discussions of strategy.  These statements reflect our
current view  respecting  future events and are subject to risks,  uncertainties
and  assumptions,  including the risks and  uncertainties  noted  throughout the
document.  Although we have attempted to identify  important  factors that could
cause the actual results to differ  materially,  there may be other factors that
cause the forward looking statements not to come true as anticipated,  believed,
projected,  expected  or  intended.  Should  one  or  more  of  these  risks  or
uncertainties  materialize,  or should  underlying  assumptions prove incorrect,
actual results may differ materially from those described herein as anticipated,
believed, projected, estimated, expected or intended.

CRITICAL ACCOUNTING POLICIES

Revenue is  recognized  as earned based on CONTRACTS or sales  invoices,  as the
rental  for  storage  takes  place  and  the  amount  of  revenue  is  fixed  or
determinable  and  collection  is  reasonably  assured.  Provision for estimated
losses on CONTRACTS is recorded when identified.

GENERAL

The following  Management's  Discussion and Analysis of Financial  Condition and
Results of Operations,  contains forward-looking statements, which involve risks
and  uncertainty.   Our  actual  results  could  differ  materially  from  those
anticipated in these  forward-looking  statements as a result of certain factors
discussed in this section.  Our fiscal year is from  September 1 through  August
31.

EFFECT OF INFLATION AND FOREIGN CURRENCY EXCHANGE

We have not  realized a  reduction  in the price of our  services as a result of
domestic inflation. Nor have we experienced unfavorable profit reductions due to
currency  exchange  fluctuations  or inflation with our foreign  customers.  All
sales  transactions to date have been denominated in U.S. Dollars.  However,  we
pay our lease for storage space in Canadian  dollars.  The current exchange rate
is US$1.00 = CDN$1.066 at May 31, 2007.

GOING CONCERN OPINION

We are a development stage corporation and commenced  business  operations APRIL
5, 2004. We have generated  revenues of $17,285 from our business operation from
APRIL 5, 2004 (date of incorporation) to May 31, 2007.

We included a going concern disclosure in our financial  statements.  We believe
there is substantial  doubt that we can continue as an on-going business for the
next twelve  months  unless we obtain  additional  capital to pay our bills.  We
currently  have a WEBSITE for OUR COMPANY that is  WWW.YOURWINEWIZARD.COM  where
customers can place orders for  wine-related  products.  We must raise cash from
sources  other than  operations.  Our only other source for cash at this time is
investments by others in OUR COMPANY.  We may raise cash to further  develop our
project.

We have only one officer and director.  He is responsible for our managerial and
organizational  structure,  which will include  preparation  of  disclosure  and
accounting  controls under the Sarbanes  Oxley Act of 2002.  When these controls
are implemented,  he will be responsible for the administration of the controls.
Should he not have  sufficient  experience,  he may be incapable of creating and
implementing  the  controls  which may cause us to be subject to  sanctions  and
fines by the SEC which ultimately could cause you to lose your investment.


                                      -10-


<PAGE>


PLAN OF OPERATIONS

We are a development  stage company with limited  operations  and revenues.  Our
management  has made  $985.60  of capital  contributions  to our  business.  The
Company  has  raised  the  total  of  $235,186   through   Private   Placements.
Management's capital contributions may be accomplished through  interest-bearing
promissory notes between OUR COMPANY and management.  We have not determined the
amount of funds that will be necessary for  management to contribute or if there
is any need for  management  to  contribute  any funds at all.  Nor is there any
assurance  our  management  will have funds  available to loan us as and when we
require  funds.  In this event,  we will be required to seek loans and/or equity
funding from third parties and there is no assurance we will be able to do so.

We intend to use THE  COMPANY's  WEBSITE as a marketing  and sales  tool.  It is
intended to outline the features and the benefits of our wine storage  services,
as well as acting as an information  resource.  The information contained on our
WEBSITE is  intended  to allow  potential  consumers  to quickly  begin the wine
storage process for the storage of their wine inventory. Our website information
has been updated to reflect our  partnerships  with new vendors.  The Company is
offering  more  services  for our  customers,  they can now  order  wine-related
products such as glassware,  corkscrews, wine cabinets and wine racking for home
cellars directly via our website.

We anticipate that most orders for our goods and services will occur through our
WEBSITE and payment will be by secure online  credit card or cybercash  systems,
that are under development.  The Company has begun taking orders and to date has
received  orders in the amount of CAD$500.00.  We can take orders online through
our order form and are  currently  developing  the  ability  to  process  online
orders.

At the end of the  three-month  period ended May 31, 2007,  THE COMPANY had cash
available in the amount of $93,502 and $8,085 in accounts  receivables.  For the
three-month period ended May 31, 2007 we had a net loss of $29,527.

To the extent that  additional  capital is raised through the sale of equity the
issuance of the securities  will result in dilution to our  shareholders.  Until
such time as our WEBSITE and wine storage and cellaring facilities are expanded,
we do not  expect  to have any  significant  revenues  from our  operations.  We
anticipate that if our WEBSITE and our wine storage and cellaring facilities are
expanded,  of which there can be no assurance,  we will  generate  revenues from
wine storage and retail sales of wine  related  products.  There is no assurance
that we will be  successful  in  marketing  our retail  products or wine storage
services. We have no other proposed sources of revenue. Therefore, if we are not
successful  in this  regard,  we will be unable to  achieve  revenues  under our
current business plan.

If OUR  COMPANY  or its  management  receives  proceeds  from  the  sales of the
securities by the selling security  shareholders,  which neither THE COMPANY nor
its management has any intent to do, those persons may have conducted an illegal
distribution of our securities and may be deemed underwriters. Accordingly, they
will have  liability  for any material  misrepresentations  or omissions in this
document and otherwise in the offer and sale of securities.

THE COMPANY does not have any off balance sheet arrangements.

We do not anticipate significant research and development expenses over the next
twelve months, other than those related to the development of our WEBSITE. We do
not expect to purchase or sell any plant and  significant  equipment or make any
significant changes in the number of employees over the next twelve months.

If we are unable to negotiate suitable arrangements with wine-related  suppliers
or vendors to advertise on our WEBSITE or allow us to represent their companies,
or if we are unable to attract clients to use our wine storage services,  we may
have to suspend or cease operations.


                                      -11-


<PAGE>


If we cannot  generate  sufficient  revenues  to  continue  operations,  we will
suspend or cease operations. If we cease operations, we do not know what we will
do and we do not have any plans to do anything else.

LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL

There is no  historical  financial  information  about us upon  which to base an
evaluation of our performance.  We are in development  stage operations and have
only generated small revenues.  We cannot guarantee we will be successful in our
business  operations.   Our  business  is  subject  to  risks  inherent  in  the
establishment of a new business enterprise,  including limited capital resources
and  possible  cost  overruns  due to price and cost  increases  in services and
products.

To become profitable and competitive, we have to locate and negotiate agreements
with wine  collectors  to allow us to store their  wines on a fee basis.  We are
seeking  equity  financing to provide for the capital  required to implement our
operations.

We have no assurance that future financing will be available to us on acceptable
terms. If financing is not available on satisfactory  terms, we may be unable to
continue,  develop or expand our  operations.  Equity  financing could result in
additional dilution to existing shareholders.

RESULTS OF OPERATIONS

FROM INCEPTION ON APRIL 5, 2004 TO MAY 31, 2007

During the period we incorporated THE COMPANY, hired the attorney, and hired the
auditor all in respect to the preparation of the Registration Statement. We have
prepared  an  internal   business   plan.  We  have  acquired  the  domain  name
"yourwinewizard.com."  Our  loss  since  inception  is  $124,466.  We have  only
recently  started  our  business  operations  and had one (1)  customer  for our
services,  which  generated  revenues of $17,285.  The company has secured a new
facility  which is to be upgraded.  While this facility is undergoing  upgrades,
the  wine  purchased  by the  Company  is  being  cellared  offsite  in a secure
location.

LIQUIDITY AND CAPITAL RESOURCES

THE COMPANY cannot guarantee that once we begin expanding our operations we will
stay in business after operations have been expanded.

If we are unable to  successfully  attract  customers  and  negotiate  strategic
alliances  or if we are unable to  attract  enough  clients to utilize  our wine
storage  services,  we may quickly use up the  proceeds  from the money from the
previous  offering  and will  need to find  alternative  sources,  like a second
public offering,  a private placement of securities,  or loans from our officers
or others in order for us to maintain our operations.

At the present time, we have not made any arrangements to raise additional cash.
If we need  additional  cash and cannot raise it, we will either have to suspend
operations until we do raise the cash, or cease operations entirely.  Other than
as described in this paragraph, we have no other financing plans.

As of May 31, 2007, we have only  generated an  accumulated  total of $17,285 in
revenues from our business operations. As of May 31, 2007, our total assets were
$124,809 and our total  liabilities  were  $7,462.  As of May 31, we had cash of
$93,502.


                                      -12-


<PAGE>


PART II       OTHER INFORMATION

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

              There  were no reports on Form 8-K filed  during the  quarter  for
which this report is filed. The following exhibits are filed with this report:

              31.1 Certification of Chief Executive Officer

              31.2 Certification of Chief Financial Officer

              32.1 Section 906 Certification

              32.2 Section 906 Certification

ITEM 7.       SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

Date:  August 13, 2007                     W. S. INDUSTRIES, INC.



                                           /s/ JAMES F. DEMPSEY
                                           _____________________________________
                                           James F. Dempsey
                                           President and Chief Executive Officer


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