SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  FORM 10-QSB/A
                                 Amendment No. 1


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


                       FOR THE QUARTER ENDED MAY 31, 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]     No [ ]

Indicate by a check mark whether the company is a shell company (as defined in
Rule 12b-2 of the Exchange Act). 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, 2006.


<PAGE>


                                TABLE OF CONTENTS


PART I        FINANCIAL INFORMATION

ITEM  1       FINANCIAL STATEMENTS                                         4

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>

ITEM 1.       FINANCIAL INFORMATION


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

                          INTERIM FINANCIAL STATEMENTS

                                  May 31, 2006

                                   (Unaudited)

                             (STATED IN US DOLLARS)



                                       3

<PAGE>
<TABLE>
<CAPTION>


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

                                                                   May 31,             August 31,
                                                                     2006                 2005
                                                                   ________            __________
<S>                                                                <C>                  <C>
                                     ASSETS

Current
    Cash and cash equivalents                                      $132,996             $  4,263
    Accounts receivable                                               6,559                1,085
                                                                   ________             ________

                                                                    139,555                5,348
Investment - Note 2                                                  34,046                    -
Equipment                                                               895                1,154
                                                                   ________             ________

                                                                   $174,496             $  6,502
                                                                   ========             ========

                                   LIABILITIES

Current
    Accounts payable and accrued liabilities                       $  5,859             $ 11,506
                                                                   ________             ________

                        STOCKHOLDERS' EQUITY (DEFICIENCY)

Capital stock - Notes 3 and 4
   Common stock, $0.001 par value
        25,000,000  authorized
         1,088,680  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                    (72,003)             (43,849)
Cumulative effect of foreign currency translation adjustment          5,454                1,659
                                                                   ________             ________

                                                                    168,637               (5,004)
                                                                   ________             ________

                                                                   $174,496             $  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 nine months ended May 31, 2006 and 2005 and
      for the period from April 5, 2004 (Date of Inception) to May 31, 2006
                                   (Unaudited)
                             (STATED IN US DOLLARS)

                                                                                                                  April 5, 2004
                                                                                                                    (Date of
                                                        Three months ended             Nine months ended          Inception) to
                                                              May 31,                        May 31,                 May 31,
                                                       2006            2005           2006           2005             2006
                                                    ___________     ___________    ___________    ___________     ______________
<S>                                               <C>              <C>            <C>            <C>             <C>

Revenue
    Storage rental fee                              $     1,815     $     1,815    $     5,385    $     5,425        $ 13,670
                                                    ___________     ___________    ___________    ___________        ________

Expenses:
    Amortization                                             87             124            260            371           1,046
    Accounting and audit fees                             6,525           2,253         13,796          7,138          28,872
    Bank charges and interest                                89              37            238            287             840
    Consulting fees                                           -               -          1,000              -           8,240
    Courier and postage - Note 4                              -               -              -              -             177
    Legal                                                     -               -            944              -             944
    Office and miscellaneous                                931             309          2,057          1,453           3,752
    Promotion                                                 -               -          2,240              -           2,240
    Registration and filing fees
     - Note 4                                               876           1,125          2,833          2,720           7,073
    Rent                                                  1,432           1,214          5,925          3,643          11,996
    Research and marketing                                    -               -              -          7,500           7,500
    Travel                                                    -           2,000              -          5,397           5,397
    Wages                                                 2,761               -          5,141          1,457           6,598
                                                    ___________     ___________    ___________    ___________        ________

                                                         12,701           7,062         34,434         29,966          84,675
                                                    ___________     ___________    ___________    ___________        ________

Loss for the period before other items                  (10,886)         (5,247)       (29,049)       (24,541)        (71,005)
    Interest income                                         924               -          2,384              -           2,384
    Foreign exchange loss                                   889             291         (1,489)           291          (3,382)
                                                    ___________     ___________    ___________    ___________        ________

Net loss for the period                                  (9,073)         (4,956)       (28,154)       (24,250)        (72,003)

Foreign currency translation adjustment                     859            (410)         3,795           (410)          5,454
                                                    ___________     ___________    ___________    ___________        ________

Comprehensive loss for the period                   $    (8,214)    $    (5,366)   $   (24,359)   $   (24,660)       $(66,549)
                                                    ===========     ===========    ===========    ===========        ========

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

Weighted average number of shares
 outstanding                                         21,088,680      22,088,680     21,074,028     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 nine months ended May 31, 2006 and 2005 and
     for the period from April 5, 2004 (Date of Inception) to May 31, 2006
                                   (Unaudited)
                             (STATED IN US DOLLARS)


                                                                                             April 5, 2004
                                                                                               (Date of
                                                               Nine months ended             Inception) to
                                                                     May 31,                   May 31,
                                                             2006              2005              2006
                                                           ________          ________        _____________
<S>                                                        <C>               <C>               <C>

Cash Flows used in Operating Activities
    Net loss for the period                                $(28,154)         $(24,250)         $(72,003)
    Item not affecting cash:
      Amortization                                              260               371             1,046
    Changes in non-cash working capital balances:
      Accounts receivable                                    (5,474)                -            (6,559)
      Prepaid fees                                                -             1,049                 -
      Accounts payable and accrued liabilities               (5,648)            4,734             5,858
      Note payable                                           (2,000)                -            (2,000)
      Unearned revenue                                            -            (5,425)                -
                                                           ________          ________          ________

Net cash used in operating activities                       (41,016)          (23,521)          (73,658)
                                                           ________          ________          ________

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 investment                               (34,046)                -           (34,046)
    Acquisition of capital assets                                 -                 -            (1,940)
                                                           ________          ________          ________

Net cash used in investing activity                         (34,046)                -           (35,986)
                                                           ________          ________          ________

Effect of exchange rate changes on cash                       3,795              (410)            5,454
                                                           ________          ________          ________

Net increase (decrease) in cash and cash equivalents
 during the period                                          128,733           (23,931)          132,996

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

Cash and cash equivalents, end of period                   $132,996          $  7,979          $132,996
                                                           ========          ========          ========

Cash and cash equivalents are comprised of:
    Cash                                                   $  7,996          $  7,979          $  7,996
    Term deposits                                           125,000                 -           125,000
                                                           ________          ________          ________

                                                           $132,996          $  7,979          $132,996
                                                           ========          ========          ========

Non-cash Transactions - Note 5

</TABLE>


                             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 May 31, 2006
                                   (Unaudited)
                             (STATED IN US DOLLARS)
                                                                                                       Cumulative
                                                                                        Deficit        Effect of
                                                 (Note 3)                             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 5
                      - at $0.20           (2,000,000)      (2,000)     (398,000)              -              -        (400,000)
Capital contribution - Note 5                       -            -       398,000               -              -         398,000
Foreign currency translation
 adjustment                                         -            -             -               -          3,795           3,795
Net loss for the period                             -            -             -         (28,154)             -         (28,154)
                                           __________      _______     _________       _________        _______       _________

Balance, May 31, 2006                      21,088,680      $21,089     $ 214,097       $ (72,003)       $ 5,454       $ 168,637
                                           ==========      =======     =========       =========        =======       =========

</TABLE>


                             SEE ACCOMPANYING NOTES


                                       7

<PAGE>

                              W.S. INDUSTRIES, INC.
                          (A Development Stage Company)
                    NOTES TO THE INTERIM FINANCIAL STATEMENTS
                                  May 31, 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        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>


W.S. Industries, Inc.
(A Development Stage Company)
Notes to the Interim Financial Statements
May 31, 2006
(Unaudited)
(Stated in US Dollars) - Page 2


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,
                                                  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>


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 nine months ended May 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
              May 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.

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


                                       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$1.1094 at May 31, 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
$13,670 from our business operation from April 5, 2004 (date of incorporation)
to May 31, 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.


                                       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 $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 May 31, 2006, the Company had cash
available in the amount of $132,996 and $6,559 in accounts receivables. For the
three-month period ended May 31, 2006 we had a net loss of $9,073. 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.


                                       11


<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 MAY 31, 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 ($72,003). We have only
recently started our business operations and have one (1) customer for our
services, which generated revenues of $13,670, 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 May 31, 2006, we have only generated an accumulated total of $13,670 in
revenues from our business operations.

As of May 31, 2006, our total assets were $174,496 and our total liabilities
were $5,859. As of May 31, 2006, we had cash of $132,996.


                                       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

                                   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:  November 29, 2006           W. S. INDUSTRIES, INC.



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




                                       13