SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB


          QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934


                     FOR THE QUARTER ENDED FEBRUARY 28, 2006


                       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.)


                                7630 Winston Road
                                  Burnaby, B.C.
                                    V5A 2H4
                    ________________________________________
                    (Address of principal executive offices)


                                Tel: 604-420-4808
                _________________________________________________
                Registrants telephone number, including area code


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act  during  the past 12  months  and (2) has been
subject to such filing requirements for the past 90 days. Yes [X]

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

There are XX,XXX,XXX shares of common stock outstanding as of February 28, 2006.


<PAGE>


                                TABLE OF CONTENTS


PART I        FINANCIAL INFORMATION

ITEM  1       FINANCIAL STATEMENTS                                         4

ITEM  2       MANAGEMENT'S DISCUSSION OF OPERATIONS AND
              FINANCIAL CONDITION                                          9

PART II       OTHER INFORMATION                                           12

ITEM 6        EXHIBITS AND REPORTS ON FORM 8-K                            12

ITEM 7        SIGNATURES                                                  12









                                       2


<PAGE>

ITEM 1        FINANCIAL INFORMATION

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

                          INTERIM FINANCIAL STATEMENTS

                                February 28, 2006

                                   (Unaudited)

                             (STATED IN US DOLLARS)



                                       3

<PAGE>
<TABLE>
<CAPTION>


                               W.S. INDUSTRIES, INC.
                          (A Development Stage Company)
                             INTERIM BALANCE SHEETS
                      February 28, 2006 and August 31, 2005
                                   (Unaudited)
                             (STATED IN US DOLLARS)


                                                                               February 28,          August 31,
                                                     ASSETS                        2006                 2005
                                                     ------                        ----                 ----

<S>                                                                         <C>                  <C>
Current
    Cash and cash equivalents                                               $          186,996   $            4,263
    Accounts receivable                                                                  4,555                1,085
                                                                            ------------------   ------------------

                                                                                       191,551                5,348
Equipment                                                                                  981                1,154
                                                                            ------------------   ------------------

                                                                            $          192,532   $            6,502
                                                                            ==================   ==================

                                                    LIABILITIES

Current
    Accounts payable and accrued liabilities                                $           13,681   $           11,506
    Note payable - Note 4                                                                2,000                    -
                                                                            ------------------   ------------------

                                                                                        15,681               11,506
                                                                            ------------------   ------------------

                                         STOCKHOLDERS' EQUITY (DEFICIENCY)

Capital stock - Notes 2 and 3
   Common stock, $0.001 par value
        25,000,000  authorized
        21,088,680  issued and outstanding (August 31, 2005:
                    22,088,680)                                                         21,089               22,089
Additional paid-in capital                                                             214,097               15,097
Deficit accumulated during the development stage                                       (62,930)             (43,849)
Cumulative effect of foreign currency translation adjustment                             4,595                1,659
                                                                            ------------------   ------------------

                                                                                       176,851               (5,004)
                                                                            ------------------   ------------------

                                                                            $          192,532   $            6,502
                                                                            ==================   ==================

</TABLE>


                             SEE ACCOMPANYING NOTES


                                       4
<PAGE>
<TABLE>
<CAPTION>


                              W.S. INDUSTRIES, INC.
                          (A Development Stage Company)
                        INTERIM STATEMENTS OF OPERATIONS
                   for the three and six months ended February
               28, 2006 and 2005 and for the period from April 5,
                  2004 (Date of Inception) to February 28, 2006
                                   (Unaudited)
                             (STATED IN US DOLLARS)


                                                                                                                  April 5, 2004
                                                                                                                    (Date of
                                                        Three months ended              Six months ended          Inception) to
                                                           February 28,                   February 28,            February 28,
                                                       2006            2005           2006            2005            2006
                                                       ----            ----           ----            ----            ----

<S>                                               <C>              <C>            <C>            <C>             <C>
Revenue
    Storage rental fee                            $       1,775    $          -   $      3,570   $          -    $        11,855
                                                  -------------    ------------   ------------   ------------    ---------------

Expenses:
    Amortization                                             87               -            173              -                959
    Accounting and audit fees                             2,432           4,930          7,271          4,930             22,347
    Bank charges and interest                                62             168            149            249                751
    Consulting fees                                       1,000               -          1,000              -              8,240
    Courier and postage - Note 3                              -               -              -              -                177
    Legal                                                   944               -            944              -                944
    Office and miscellaneous                                257               -          1,126          1,181              2,821
    Promotion                                             2,240               -          2,240              -              2,240
    Registration and filing fees
     - Note 3                                             1,421           1,395          1,957          1,395              6,197
    Rent                                                  1,343           3,000          4,493          4,500             10,564
    Research and marketing                                    -               -              -          7,500              7,500
    Travel                                                    -               -              -          2,900              5,397
    Wages                                                 1,945               -          2,380          1,800              3,837
                                                  -------------    ------------   ------------   ------------    ---------------

                                                         11,731           9,493         21,733         24,455             71,974
                                                  -------------    ------------   ------------   ------------    ---------------

Loss for the period before other items                   (9,956)         (9,493)       (18,163)       (24,455)           (60,119)
    Interest income                                       1,428               -          1,460              -              1,460
    Foreign exchange loss                                (1,204)          1,366         (2,378)           (36)            (4,271)
                                                  -------------    ------------   ------------   ------------    ---------------

Net loss for the period                                  (9,732)         (8,127)       (19,081)       (24,491)           (62,930)

Foreign currency translation adjustment                   1,762          (1,366)         2,936             36              4,595
                                                  -------------    ------------   ------------   ------------    ---------------

Comprehensive loss for the period                 $      (7,970)   $     (9,493)  $    (16,145)  $    (24,455)   $       (58,335)
                                                  =============    ============   ============   ============    ===============

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

Weighted average number of shares
 outstanding                                         21,088,680      22,088,680     21,066,581     22,088,680
                                                  =============    ============   ============     ==========

</TABLE>


                             SEE ACCOMPANYING NOTES

                                       5

<PAGE>

<TABLE>
<CAPTION>

                              W.S. INDUSTRIES, INC.
                          (A Development Stage Company)
                        INTERIM STATEMENTS OF CASH FLOWS
                      for the six months ended February 28,
                 2006 and 2005 and for the period from April 5,
                  2004 (Date of Inception) to February 28, 2006
                                   (Unaudited)
                             (STATED IN US DOLLARS)


                                                                                                      April 5, 2004
                                                                                                        (Date of
                                                                         Six months ended             Inception) to
                                                                           February 28,               February 28,
                                                                       2006             2005              2006
                                                                       ----             ----              ----

<S>                                                              <C>               <C>               <C>
Cash Flows used in Operating Activities
    Net loss for the period                                      $       (19,081)  $       (24,491) $        (62,930)
    Item not affecting cash:
      Amortization                                                           173                 -               959
    Changes in non-cash working capital balances:
      Accounts receivable                                                 (3,470)                -            (4,555)
      Accounts payable and accrued liabilities                             2,175               702            13,681
                                                                 ---------------   ---------------  ----------------

Net cash used in operating activities                                    (20,203)          (23,789)          (52,845)
                                                                 ---------------   ---------------  ----------------

Cash Flows from Financing Activity
    Common stock issued                                                  200,000                 -           237,186
                                                                 ---------------   ---------------  ----------------

Net cash from financing activity                                         200,000                 -           237,186
                                                                 ---------------   ---------------  ----------------

Cash Flows used in Investing Activity
    Acquisition of capital assets                                              -                 -            (1,940)
                                                                 ---------------   ---------------  ----------------

Net cash used in investing activity                                            -                 -            (1,940)
                                                                 ---------------   ---------------  ----------------

Effect of exchange rate changes on cash                                    2,936                36             4,595
                                                                 ---------------   ---------------  ----------------

Net increase (decrease) in cash and cash equivalents
 during the period                                                       182,733           (23,753)          186,996

Cash, beginning of period                                                  4,263            31,910                 -
                                                                 ---------------   ---------------  ----------------

Cash and cash equivalents, end of period                         $       186,996   $         8,157  $        186,996
                                                                 ===============   ===============  ================

Cash and cash equivalents are comprised of:
    Cash                                                         $         1,996   $         8,157  $          1,996
    Term deposits                                                        185,000                 -           185,000
                                                                 ---------------   ---------------  ----------------

                                                                 $       186,996   $         8,157  $        186,996
                                                                 ===============   ===============  ================
</TABLE>

Non-cash Transactions - Note 4


                             SEE ACCOMPANYING NOTES


                                       6

<PAGE>
<TABLE>
<CAPTION>


                              W.S. INDUSTRIES, INC.
                          (A Development Stage Company)
                       INTERIM STATEMENT OF STOCKHOLDERS'
                   EQUITY (DEFICIENCY) for the period April 5,
                  2004 (Date of Inception) to February 28, 2006
                                   (Unaudited)
                             (STATED IN US DOLLARS)



                                                                                                       Cumulative
                                                                                        Deficit        Effect of
                                                 (Note 2)                             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 - Note 4
                      - at $0.20           (2,000,000)        (2,000)     (398,000)             -                -        (400,000)
Capital contribution - Note 4                       -            -       398,000                -                -         398,000
Foreign currency translation
 adjustment                                         -            -             -                -            2,936           2,936
Net loss for the period                             -            -             -            (19,081)             -         (19,081)
                                       --------------  -----------   -----------    --------------- --------------   -------------

Balance, February 28, 2006                 21,088,680  $    21,089   $   214,097    $     (62,930)  $        4,595   $     176,851
                                       ==============  ===========   ===========    =============   ==============   =============

</TABLE>


                             SEE ACCOMPANYING NOTES


                                       7

<PAGE>

                              W.S. INDUSTRIES, INC.
                          (A Development Stage Company)
                    NOTES TO THE INTERIM FINANCIAL STATEMENTS
                                February 28, 2006
                                   (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,  2005  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,  2005 annual
              financial statements.

Note 2        CAPITAL STOCK - Note 4

              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  will receive none of the proceeds of this
              portion of the offering.

Note 3        RELATED PARTY TRANSACTIONS - Note 4

              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           Six months ended        Inception) to
                                                     February 28,                February 28,           February 28,
                                                  2006           2005         2006          2005            2006
                                                  ----           ----         ----          ----            ----

<S>                                           <C>            <C>           <C>          <C>           <C>
             Courier and postage              $         -    $         -   $        -   $         -   $         177
             Registration and filing
              fees                                      -              -            -             -             659
             Loan proceeds                              -              -            -             -             150
                                              -----------    -----------   ----------   -----------   -------------

                                              $         -    $         -   $        -   $         -   $         986
                                              ===========    ===========   ==========   ===========   =============

</TABLE>


                                       8

<PAGE>

W.S. Industries, Inc.
(A Development Stage Company)
Notes to the Interim Financial Statements
February 28, 2006
(Unaudited)
(Stated in US Dollars) - Page 2


Note 4        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 six months ended  February  28, 2006,  the
              Company reacquired  2,000,000 common shares from a director of the
              Company for $2,000 pursuant to a promissory note, which is payable
              on or before April 15, 2006,  bears  interest at 10% per annum and
              is unsecured.  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.

              During the period  April 5, 2004 (Date of  Inception)  to February
              28, 2006 the Company issued 20,007,680 common shares to a director
              of the Company to settle $986 due to a related party.

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

<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$1.1366 AT FEBRUARY 28, 2006.


Going Concern Opinion


We are a development stage corporation and commenced  business  operations April
5, 2004. We have fully leased our existing  storage facility and are looking for
additional  space for our  business  operation.  We have  generated  revenues of
$11,855  USD  from  our  business   operation   from  April  5,  2004  (date  of
incorporation) to FEBRUARY 28, 2006.


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.
Accordingly,  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.

                                       9

<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  $236,200   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.


We  anticipate  that most orders for our services will occur through our website
and payment for the services will be by online credit card or cybercash systems.
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  FEBRUARY 28, 2006, the Company had
cash  available in the amount of $186,996,  and $4,555 in accounts  receivables.
For the three-month  period ended FEBRUARY 28, 2006 we had a net loss of $9,732.
This  funding is for one  million  shares at a per share  price of  $.20US.  The
Company  has  raised  net  US$200,000.  The  Company  does not intend to pay any
commissions for funds raised.


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.  There is no assurance that we will be successful in the marketing
our  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.


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.

                                       10

<PAGE>

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 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 FEBRUARY 28, 2006
During the period we incorporated the company, hired the attorney, and hired the
auditor all in respect to the  preparation of this  Registration  Statement.  We
have  prepared an  internal  business  plan.  We have  acquired  the domain name
"yourwinewizard.com."  Our loss  since  inception  is  ($62,930).  We have  only
recently  started our  business  operations  and have one (1)  customer  for our
services,  which generated  revenues of $11,855,  and we have contracted for the
full  capacity  of our current  wine  storage  facility in Burnaby,  B.C. We are
currently looking for additional storage space in the Burnaby, B.C. area.

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.

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 February 28, 2006, we have only generated an accumulated  total of $11,855
in revenues from our business operations.


As of  February  28,  2006,  our  total  assets  were  $192,532  and  our  total
liabilities were $15,681. As of February 28, 2006, we had cash of $186,996.


                                       11

<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

                                   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:  April 14, 2006               W. S. INDUSTRIES, INC.



                                   By: /s/ JAMES F. DEMPSEY
                                           _______________________
                                           James F. Dempsey
                                           President and Chief Executive Officer




                                       12