UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES --------- EXCHANGE ACT OF 1934 For the quarterly period ended November 28, 2004 ------------------------------------------------ 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 0-619 --------------------------------------- WSI Industries, Inc. ------------------------------------------------------------------------------- (Exact name of registrant, as specified in its charter) Minnesota 41-0691607 ------------------------------------------------------------------------------- (State or other jurisdiction of (I. R. S. Employer incorporation of organization) Identification No.) Monticello, Minnesota 55362 ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (763) 295-9202 ------------------------------------------------------------------------------- (Registrant's telephone number, including area code) Osseo, Minnesota ------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No -------- ------- Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes No X --------- ------- APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 2,557,629 shares of common stock were outstanding as of December 31, 2004. Description of Amendment No. 1 to Quarterly Report on Form 10-Q for Quarter Ended November 28, 2004: This amendment to the WSI Industries, Inc. Quarterly Report on Form 10-Q for the quarter ended November 28, 2004 is being filed solely to clarify the conclusions of management regarding the Company's controls and procedures as disclosed in Part I: Financial Information--Item 4. Controls and Procedures. ITEM 4. CONTROLS AND PROCEDURES DISCLOSURE CONTROLS AND PROCEDURES The Company's Chief Executive Officer, Michael J. Pudil, and Chief Financial Officer, Paul D. Sheely, have evaluated the Company's disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, they have concluded that as of such date, the Company's disclosure controls and procedures are effective. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING There have been no changes in internal control financial reporting that occurred during the fiscal period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. WSI INDUSTRIES, INC. Date: March 25, 2005 /s/ Michael J. Pudil -------------- ----------------------------------------------- Michael J. Pudil, President & CEO Date: March 25, 2005 /s/ Paul D. Sheely -------------- -------------------------------------------------------- Paul D. Sheely, Vice President, Finance & CFO 3