10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarter ended:  March 31, 2011

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

For the transition period from ___________ to ___________

Commission file number: 000-54252

AQUASIL INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

Nevada	N/A
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

380 Lexington Ave., 17th Floor

New York, New York, 10168

(Address of principal executive offices)

(888) 510-3394

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o  No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer.  See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large Accelerated Filero Accelerated Filero      Non-Accelerated Filero Smaller Reporting Companyx

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.  Yes o No x

State the number of shares outstanding of each of the issuer’s classes of common equity, as of May 20, 2011: 149,498,063 shares of common stock.

AQUASIL INTERNATIONAL INC.  AND SUBSIDIARY

(Formerly BWI Holdings, Inc. and Subsidiary)

FORM 10-Q

FOR THE PERIOD FROM INCEPTION (SEPTEMBER 21, 2010) TO 31 MARCH 31, 2011)

__________________

TABLE OF CONTENTS

___________________

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements		F-1
Item 2.	Management’s Discussion & Analysis of Financial Condition and Results of Operations		3
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		5
Item 4.	Controls and Procedures		6
PART II -- OTHER INFORMATION
Item 1.	Legal Proceedings		7
Item 1A.	Risk Factors		7
Item 2.	Unregistered Sales of Equity securities and Use of Proceeds		7
Item 3.	Defaults Upon Senior Securities		7
Item 4.	(Removed and Reserved)		7
Item 5	Other Information		8
Item 6.	Exhibits
Signatures			9

2

PART I.                 FINANCIAL INFORMATION

ITEM I.                 CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included.  All such adjustments are of a normal recurring nature.  Operating results for the three month period ended March 31, 2011, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2011.  For further information refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

	Page
Unaudited Consolidated Financial Statements		F-2
Consolidated Balance Sheets		F-3
Consolidated Statements of Operations		F-4
Consolidated Statements of Cash Flows		F-5
Notes to Unaudited Consolidated Financial Statements	F-6 to F-7

F-1

AQUASIL INTERNATIONAL INC.  AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 (Stated in US Dollars)

(UNAUDITED)

F-2

AQUASIL INTERNATIONAL INC.  AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

Consolidated Balance Sheets

As Of March 31, 2010

(Unaudited)

	March 31, 2011			December 31, 2010
ASSETS
Current Assets
Cash	$	450		$	865
Total Assets	$	450		$	865
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	254,306		$	101,160
Advances from stockholders		242,687			922,527
Total Current Liabilities		496,993			1,023,687
Stockholders’ Deficit
Preferred stock, $0.0001 par value, non-voting, 20,000,000 authorized, none issued and outstanding		-			-
Common stock, $0.0001 par value, voting, 500,000,000 authorized, 149,498,063 issued and outstanding		14,950			7,950
Additional paid-in capital		693,000			-
Accumulated deficit during the development stage		(1,204,493	)		(1,030,772	)
Total Stockholders’ Deficit		(496,543	)		(1,022,822	)
Total Liabilities and Stockholders’ Deficit	$	450		$	865

The accompanying notes are an integral part of these consolidated financial statements.

F-3

AQUASIL INTERNATIONAL INC.  AND SUBSIDIARY

 (A DEVELOPMENT STAGE COMPANY)

Consolidated Statements of Operations

For The Three Months Ended March 31, 2011 and

from Inception (September 21, 2010) To March 31, 2011

(Unaudited)

	Three Months Ended			From Inception (September 21, 2010) to
	March 31, 2011			March 31, 2011
Revenue		-			-
Expenses
Professional fees	$	164,178		$	83,848
General and administrative		9,543			11,082
Total Expenses		173,721			94,930
Net Loss	$	(173,721	)	$	(94,930	)
Loss Per Weighted Number Of Shares Outstanding – Basic And Diluted	$	(0.00	)
Weighted Average Number Of Shares Outstanding – Basic And Diluted		123,053,619

The accompanying notes are an integral part of these consolidated financial statements.

F-4

AQUASIL INTERNATIONAL INC.  AND SUBSIDIARY

(FORMERLY BWI HOLDINGS, INC. AND SUBSIDIARY)

(A DEVELOPMENT STAGE COMPANY)

Consolidated Statements of Cash Flows

For The Three Months Ended March 31, 2011 and

from Inception (September 21, 2010) To March 31, 2011

(Unaudited)

	Three Months Ended March 31, 2011			From Inception (September 21, 2010) to March 31, 2011
Cash Flows From Operating Activities
Net loss	$	(173,721	)	$	(184,930	)
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		153,146			153,146
Net Cash Used In Operating Activities		(20,575	)		(31,784	)
Cash Flows From Financing Activities
Acquisition of AquaSil Inc.		-			1,000
Advances from stockholders		20,160			31,234
Net Cash Provided By Financing Activities		20,160			32,234
Net (Decrease) Increase in Cash		(415	)		450
Cash, Beginning of Period		865			-
Cash, End of Period		450			450
Supplemental Cash Flow Information:
Cash Paid During the Period for:
Interest		-			-
Income taxes		-			-

The accompanying notes are an integral part of these consolidated financial statements.

F-5

AQUASIL INTERNATIONAL INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

Notes To Consolidated Financial Statements

For The Three Months Ended March 31, 2011

1.       ORGANIZATION, NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Organization and Nature of Operations

Gray Creek Mining, Inc. was incorporated on August 10, 2006 under the laws of the State of Nevada. A Certificate of Amendment was filed with the Nevada Secretary of State, on November 7, 2008, changing the corporation’s name to BWI Holdings, Inc. A Certificate of Amendment was filed with the Nevada Secretary of State, on January 27, 2011, changing the corporation’s name to Aquasil International Inc. (the “Company”).

On December 30, 2010, the Company entered into a stock exchange agreement (the “Stock Exchange Agreement”) with AquaSil, Inc., a New York corporation (“AquaSil”) and the sole stockholder of AquaSil.  In accordance with the Stock Exchange Agreement, the Company acquired 100% of the total issued and outstanding shares of common stock of AquaSil in exchange for the issuance of an aggregate 70,000,000 shares of the Company’s common stock to the sole stockholder of AquaSil. As a result of this transaction, AquaSil became a wholly-owned subsidiary of the Company.

The Company’s wholly owned subsidiary, AquaSil, was incorporated in the State of New York on September 21, 2010 to engage in the business of selling various water and soft drink products.

Basis of Presentation

The Company is in the development stage and has no revenues. A development stage company is one in which all efforts are devoted substantially to establishing a new business and even if planned principal operations have commenced, revenues are insignificant.

These consolidated financial statements include the accounts of Aquasil International Inc. and its wholly owned subsidiary, AquaSil for the period from inception of AquaSil (September 21, 2010) to December 31, 2010. All significant intercompany balances and transactions have been eliminated upon consolidation.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 8 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included.  All such adjustments are of a normal recurring nature.  Operating results for the three month period ended March 31, 2011, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2011.  For further information refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

F-6

AQUASIL INTERNATIONAL INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

Notes To Consolidated Financial Statements

For The Three Months Ended March 31, 2011

2.       GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company is a development stage company and is dependent on raising capital to commence principal operations. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern.

Management believes the Company’s ability to continue as a going concern is dependent on its ability to raise capital. At present, the Company has no commitments for any additional financing. Management is currently seeking financing through a possible offering of common stock, which will be used to finance operations. Until such financing is obtained, it is the intent of stockholders to provide funds for professional fees related to maintaining the Company’s public reporting status.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

3.       LICENSE AGREEMENT

On October 25, 2010, the Company’s subsidiary, AquaSil, entered into a license agreement (the “Agreement”) with Khasid ICT, a corporation organized under the laws of the country of Tajikistan and controlled and managed by a controlling stockholder of the Company. Under the agreement, AquaSil has been granted an exclusive, sub-licensable, assignable, royalty-bearing license to use the Formula “ROSS TJ 72 N00422” (the “Formula”) for the purpose of selling the licensed products, as defined, throughout the world. Royalties are due quarterly, calculated at the rate of 5% of gross revenues. The term of the license is through December 31, 2020, unless terminated earlier. The licensor may terminate the Agreement without cause with 180 days prior notice or immediately with written notice.

4.       ADVANCES FROM STOCKHOLDERS

These advances represent amounts loaned to the business by principal stockholders and are unsecured, non-interest bearing and due on demand.

5.       CAPITAL STOCK

On February 3, 2011, the Company issued 70,000,000 shares of common stock at $0.01 per share in settlement of $700,000 of stockholder advances.

6.       INCOME TAXES

The Company’s deferred tax assets consist solely of the loss incurred during the period. Due to the uncertainty of their realization, no income tax benefit has been recorded by the Company, and a valuation allowance has been established for any such benefits.

F-7

ITEM 2.  MANAGEMENT’S DISCUSSION OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with the Consolidated Financial Statements and Notes thereto in Item I, and the Company’s 10-K Annual Report, the Company’s 8-K Entry Into a Material Definitive Agreement  and other publicly available financial information. This discussion contains forward-looking statements and involves numerous risks and uncertainties. Our actual results may differ materially from those contained in any forward-looking statements.

Operating Results for the Period From Inception (September 21, 2010) to March 31, 2011

On December 30, 2010, we entered into a stock exchange agreement (the “Stock Exchange Agreement”) with AquaSil, Inc., a New York corporation (“AquaSil”) and the sole stockholder of AquaSil.  In accordance with the Stock Exchange Agreement, we acquired 100% of the total issued and outstanding shares of common stock of AquaSil in exchange for the issuance of an aggregate 70,000,000 shares of our common stock to the sole stockholder of AquaSil. As a result of this transaction, AquaSil became our wholly-owned subsidiary.

Our subsidiary, AquaSil, has not yet begun operations.  AquaSil was incorporated in the state of New York on September 21, 2010 and to date has generally incurred professional fees related to audit of the financial statements and legal.

Results of Operations

Three Month Period Ended March 31, 2011

Our net loss for the three month period ended March 31, 2011 was $173,721.  We generated no revenue for the three month period ended March 31, 2011.

During the three month period ended March 31, 2011, we incurred expenses of $173,721. The expenses incurred were attributable to the following items: (i) professional fees of $164,178; and (ii) general and administrative expenses of $9,543. General and administrative expenses generally included corporate overhead, financial and administrative contracted services, marketing and consulting costs.

 Thus, our net loss during the three month period ended March 31, 2011 was $173,721or $0.00 per share.

3

Liquidity and Capital Resources

As of March 31, 2011, our current assets were $450 and our current liabilities were $496,993, which resulted in a working capital deficit of $496,543. As of March 31, 2011, current assets were comprised of $450 in cash . As at March 31, 20011, current liabilities were comprised of: (i) $254,306 in accounts payable and accrued liabilities; and (ii) $242,687 in advances from stockholders.  The decrease in current liabilities during the three month period ended March 31, 2011 from fiscal year ended December 31, 2010 was primarily due to the decrease in advances from stockholders of $679,840. During the quarter, we issued 70,000,000 shares of common stock is settlement of $700,000 of stockholder advances.

Stockholders’ deficit decreased from ($1,022,822) as of December 31, 2010 to ($496,543) as of March 31, 2011.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the three month period ended March 31, 2011, net cash flows used in operating activities was $20,575 . This was primarily for payment of professional fees and fees paid to our stock transfer agent.

Cash Flows from Investing Activities

For the three month period ended March 31, 201, net cash flows used in investing activities was $-0-.

Cash Flows from Financing Activities

We have financed our operations primarily from debt or the issuance of equity instruments or advances from stockholders. For the three month period ended March 31, 2011, net cash flows provided from financing activities was $20,160. Cash flows from financing activities for the three month period ended March 31, 2011 consisted of $20,160 related to advances from stockholders.

4

PLAN OF OPERATION AND FUNDING

Since inception, we have financed our working capital needs through advances from stockholders. Our future liquidity requirements will be dependent upon the ability to raise financing either by debt or by equity through private placement transactions. Until such financing is obtained, it is the intent of stockholders to provide funds for professional fees related to maintaining our public reporting status.

We have not begun operations, have incurred a loss for the period and dependent on debt financing for our operating cash flow. These circumstances raise substantial doubt about our ability to continue as a going concern.

Management believes our ability to continue as a going concern is dependent on its ability to raise capital. At present, we have no commitments for any additional financing. Management is currently seeking financing through a possible offering of common stock, which will be used to finance operations.

Critical Accounting Policies and Estimates

The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments which are based on historical experience and on various other factors that are believed to be reasonable under the circumstances. The results of their evaluation form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions and circumstances. For a list of our most significant accounting policies, please see our consolidated financial statements for the period from inception (September 21, 2010) to December 31, 2010 included in our 10-KT report filed with the Securities and Exchange Commission on April 15, 2011.

Off-Balance Sheet Arrangements

We have no material off-balance sheet arrangements that will have a current or future effect on our financial condition and changes in financial condition.

Inflation

Inflation has not had a significant impact on the Company’s operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is a smaller reporting company and is not required to provide this information.

5

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, are responsible for conducting an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the quarterly period covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of March 31, 2011.

Management’s Report on Internal Control Over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The internal control process has been designed, under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America.

Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2010, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring. Based on this assessment, management has determined that the Company’s internal control over financial reporting as of December 31, 2010 was not effective for the reason described herein.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) inadequate segregation of duties consistent with control objectives. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of December 31, 2010.

Management believes that the material weakness set forth above did not have an effect on our financial results.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparations and presentations. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide on management’s report on this quarterly report.

Changes in Internal Control Over Financial Reporting

There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date. We have not identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken.

6

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS.

Not applicable.

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

Effective on February 1, 2011, our Board of Directors authorized the settlement of debt in the amount of $700,000 due and owing to Jim Can, our prior President/Chief Executive Officer (the “Debt”). The Debt consisted of funds advanced and loaned by Jim Can to us during fiscal years 2007 through 2009 for financing and working capital purposes as evidenced on the consolidated financial statements for the period ended December 31, 2009 filed with the quarterly report on Form 10-Q with the Securities and Exchange Commission. On approximately July 15, 2010, our Board of Directors had agreed that such Debt would be convertible at any time by Jim Can at $0.01 per share (the “Terms of Conversion”). Therefore, our Board of Directors acknowledged the Debt and Terms of Conversion and ratified and approved the issuance of 70,000,000 shares of common stock to Jim Can in satisfaction of the Debt.  The shares were issued to Jim Can on February 3, 2011.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  (Removed and Reserved).

None.

7

ITEM 5.  OTHER INFORMATION

DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

On February 15, 2011, Kendall Dilling tendered his resignation as Secretary-Treasurer and a member of the Board of Directors of the Company. Therefore, as of the date of this Quarterly Report, the Board of Directors consists of the following members: Ilya Khasidov and Robert Baker. There were no disagreements or disputes between us and Kendall Dilling with regards to his resignation.

AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

In accordance with the terms and provisions of the Stock Exchange Agreement, our Board of Directors pursuant to written consent resolutions from the Board of Directors and the majority Shareholders dated January 3, 2011 approved a change in our name from “BWI Holdings Inc.” to “Aquasil International Inc.” to better reflect our additional business operations involving the marketing and distribution of “Mineral Spring Water” (the “Name Change”), to be effective as of February 8, 2011. The articles of amendment to the articles of incorporation were filed with the Nevada Secretary of State of January 27, 2011 effecting the Name Change with an effective date of February 8, 2011.

FINRA received the necessary documentation and announced the Name Change to “Aquasil International Inc.” to take effect at the open of business on February 18, 2011. Our trading symbol for our shares on the OTC Bulletin Board has been changed to AQUS.OB. Our new cusip number is 03841W106.

8

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

	AQUASIL INTERNATIONAL INC.
Date: May 20, 2011	By:	/s/Ilya Khasidov
		Ilya Khasidov
		President and Chief Executive Officer
Date: May 20, 2011	By:	/s/Bruce Millroy
		Bruce Millroy
		Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer

EX-31.1

EXHIBIT 31.1

RULE 13A-14(A)/15D-14(A) CERTIFICATION

I, Ilya Khasidov, certify that:

(1) I have reviewed this quarterly report on Form 10-Q of Aquasil International Inc.;

(2) Based on my knowledge, this  report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 20, 2011	By:	/s/Ilya Khasidov
		Name: Ilya Khasidov
		Title: Principal Executive Officer

EX-31.2

EXHIBIT 31.2

RULE 13A-14(A)/15D-14(A) CERTIFICATION

I, Bruce Millroy, certify that:

(1) I have reviewed this quarterly report on Form 10-Q of Aquasil International Inc.;

(2) Based on my knowledge, this  report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 20, 2011	By:	/s/Bruce Millroy
		Name: Bruce Millroy
		Title: Principal Financial Officer, Principal Accounting Officer

EX-32.1

EXHIBIT 32.1

AQUASIL INTERNATIONAL INC.

CERTIFICATION PURSUANT TO

18 U.S.C. Section 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Aquasil International Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2011, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ilya Khasidov, as Principal Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 20, 2011	By:	/s/Ilya Khasidov
		Name: Ilya Khasidov
		Title:Principal Executive Officer

A signed original of this written statement required by Section 1350 of Title 18 of the United States Code has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished as an exhibit to the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 1350 of Title 18 of the United States Code and, accordingly, is not being filed with the Securities and Exchange Commission as part of the Report and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing.)

EX-32.2

EXHIBIT 32.2

AQUASIL INTERNATIONAL INC.

CERTIFICATION PURSUANT TO

18 U.S.C. Section 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Aquasil International Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2011, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bruce Millroy, as Principal Financial Officer and Principal Accounting Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 20, 2011	By:	/s/Bruce Millroy
		Name: Bruce Millroy
		Title: Principal Financial Officer & Principal Accounting Officer

A signed original of this written statement required by Section 1350 of Title 18 of the United States Code has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished as an exhibit to the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 1350 of Title 18 of the United States Code and, accordingly, is not being filed with the Securities and Exchange Commission as part of the Report and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing.)