U.S. SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

                                    FORM 10-QSB

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002

                                         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: 0-17345

                                W-J INTERNATIONAL, LTD.
                (Exact name of registrant as specified in its charter)

              Delaware                                      41-1578316
(State or jurisdiction of incorporation                   (I.R.S. Employer
           or organization)                              Identification No.)

          23 Washburne Avenue, Paynesville, Minnesota           56362
            (Address of principal executive offices)          (Zip Code)

                 Registrant's telephone number:  (320) 243-3311

          Securities registered pursuant to Section 12(b) of the Act: None

        Securities registered pursuant to Section 12(g) of the Act: Common
                            Stock, $0.01 Par Value

     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) been subject to such filing requirements for the past 90 days.
Yes     X       No            .

     As of March 31, 2002, the Registrant had 12,214,632 shares of
common stock issued and outstanding.

     Transitional Small Business Disclosure Format (check one): Yes  No X.

                                 TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION                                          PAGE

     ITEM 1.  FINANCIAL STATEMENTS

              BALANCE SHEET AS OF MARCH 31, 2002                           3

              STATEMENTS OF OPERATIONS
              FOR THE THREE AND SIX MONTHS ENDED
              MARCH 31, 2002 AND MARCH 31, 2001                            4

              STATEMENTS OF CASH FLOWS
              FOR SIX MONTHS ENDED
              MARCH 31, 2002 AND MARCH 31, 2001                            5

              NOTES TO FINANCIAL STATEMENTS                                6

     ITEM 2.  PLAN OF OPERATION                                            7

PART II - OTHER INFORMATION

     ITEM 1.  LEGAL PROCEEDINGS                                           11

     ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS                   11

     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                             12

     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS         12

     ITEM 5.  OTHER INFORMATION                                           12

     ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                            12

SIGNATURE                                                                 12

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCAL STATEMENTS.

                              W-J INTERNATIONAL, LTD.
                                  BALANCE SHEET
                                  MARCH 31, 2002
                                    (Unaudited)

                                      ASSETS

Current Assets:
 Cash / Cash Equivalents                                       $         0
 Certificates of Deposit                                            25,841
Total current assets                                                25,841

Other Assets:
 Notes Receivable - related party                                        0
 AR Mastercraft                                                          0
Total Other Assets                                                       0

Total Assets                                                   $    25,841

                   LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
 Current portion of long-term debt                             $         0
 Notes Payable                                                       3,551
Total current liabilities                                            3,551

Long-term debt, net of current portion                                   0

Stockholders' equity:
 Common stock, $.01 par value;
  20,000,000 shares authorized,
   12,214,632 shares issued and outstanding                        122,146
 Additional paid-in capital                                      2,274,840
 Accumulated deficit                                            (2,374,696)
Total stockholders' equity                                          22,290

Total liabilities and stockholders' equity                     $    25,841

                      See Notes to Financial Statements

                             W-J INTERNATIONAL, LTD.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                     Three Months Ended      Six Months Ended
                                          March 31               March 31
                                     2002          2001      2002        2001

Rental Income:                      $       0      $      0  $     0    $    0

Expenses:
 General & Administrative               3,551           628     5069       628
 Interest(Income)                        (203)         (346)    (492)     (930)
                                        3,348           282     4577      (302)
Income (loss) from continuing
  operations before discontinued
  operations                           (3,348)         (282)   (4577)      302

Discontinued Operations: Loss from
Discontinued operations                     0        (1,048)       0    (1,048)

Net Income (loss)                   $  (3,348)    $  (1,330)  $(4577)   $ (746)

Weighted average common shares
  outstanding during period         12,214,632 12,214,632 12,214,632 12,214,632

Net (loss) per share                    ($0.00)    ($0.00)    ($0.00)   ($0.00)

                          See Notes to Financial Statements

                              W-J INTERNATIONAL, LTD.
                             STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                       Six Months Ended
                                                            March 31
                                                      2002            2001

Cash Flows From Operating Activities:
Net Income (Loss)                                    $   (4,577)   $   (746)
Adjustments to reconcile
net (loss) to net cash
flows from operating activities:
Depreciation                                                  0           0
Changes in:
Certificates of Deposit                                   3,806       5,903
Accounts receivables                                          0           0
Prepaid expenses                                              0           0
Notes payables - Trade                                        0           0
Notes payables - Related parties                              0      (5,157)
Accrued expenses                                              0           0

Net cash flows from operating activities                   (771)          0

Cash flows from financing activities:
Acquisition of new debt                                   3,551           0
Gain on extinguishment of debt                                0           0
Principal payments on long-term debt                     (2,780)          0

Net cash flows from financing activities                    771           0

Net increase (decrease) in cash                               0           0

Cash, beginning of period                                     0           0

Cash, end of period                                           0           0

                        See Notes to Financial Statements

                              W-J INTERNATIONAL, LTD.
                           NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

1.  PRESENTATION OF INTERIM INFORMATION

The condensed balance sheet as of March 31, 2002 and the related
statement of operations and cash flows for the three months ended
March 31, 2002 are enclosed.  In the opinion of the management of W-J
International, Ltd., a Delaware corporation, all adjustments necessary
for a fair presentation of such financial statements have been
included.  Such adjustments consisted only of normal recurring items.
Interim results are not necessarily indicative of results for a full year.

The financial statements and notes are presented as permitted by Form
10-QSB, and do not contain certain information included in the
Company's audited financial statements and notes for the fiscal year
ended September 20, 2001 as contained in the Form 10-KSB.

NOTE 2.  STOCKHOLDERS' EQUITY

                                (Audited)     Equity Changes     (Unaudited)
                               September 30   Due to Operation   March 31
                                   2001                              2002

Number of Shares                12,214,632            0          12,214,632

Common Stock                       122,146            0             122,146

Additional Paid-In Capital       2,274,840            0           2,274,840

Retained Earnings
(Accumulated Deficit)           (2,370,119)      (4,577)         (2,374,696)

Total                               26,867       (4,577)             22,290

ITEM 2.  PLAN OF OPERATION.

     The following discussion should be read in conjunction with the
financial statements of the Registrant and notes thereto contained
elsewhere in this report.

Liquidity and Capital Resources.

     The Registrant's working capital decreased to $25,841 at March
31, 2002 from $29,647 at September 30, 2001.  Since the Registrant has
no operations or plans for such, and because its administrative
expenses are minimal, it believes it has sufficient capital to fund
its needs as it evaluates any options for future business opportunities.

     To meet existing operating expenses, the Registrant, as needed,
secures short term loans using specific CDs as collateral.  By doing
so the Registrant maximizes its ability to generate income as it has
no other means of revenue.

Capital Expenditures.

     There were no capital expenditures during the quarter ended March
31, 2002.

Twelve-Month Plan of Operation.

     The Registrant intends to take advantage of any reasonable
business proposal presented which management believes will provide the
Registrant and its stockholders with a viable business opportunity.
The board of directors will make the final approval in determining
whether to complete any acquisition, and unless required by applicable
law, the articles of incorporation or bylaws or by contract,
stockholders' approval will not be sought.

     The investigation of specific business opportunities and the
negotiation, drafting, and execution of relevant agreements,
disclosure documents, and other instruments will require substantial
management time and attention and will require the Registrant to incur
costs for payment of accountants, attorneys, and others.  If a
decision is made not to participate in or complete the acquisition of
a specific business opportunity, the costs incurred in a related
investigation will not be recoverable.  Further, even if an agreement
is reached for the participation in a specific business opportunity by
way of investment or otherwise, the failure to consummate the
particular transaction may result in the loss to the Registrant of all
related costs incurred.

     Currently, management is not able to determine the time or
resources that will be necessary to locate and acquire or merge with a
business prospect.  There is no assurance that the Registrant will be
able to acquire an interest in any such prospects, products or
opportunities that may exist or that any activity of the Registrant,
regardless of the completion of any transaction, will be profitable.

     If and when the Registrant locates a business opportunity,
management of the Registrant will give consideration to the dollar
amount of that entity's profitable operations and the adequacy of its
working capital in determining the terms and conditions under which
the Registrant would consummate such an acquisition.  Potential
business opportunities, no matter which form they may take, will most
likely result in substantial dilution for the Registrant's
shareholders due to the issuance of stock to acquire such an opportunity.

Risk Factors Connected with Plan of Operation.

(a)  Limited Prior Operations, History of Operating Losses, and
Accumulated Deficit May Affect Ability of Registrant to Survive.

     The Registrant has had limited prior operations to date.  Since
the Registrant's principal activities to date have been limited to
organizational activities, and seeking new business ventures, it has
no recent record of any revenue-producing operations.  Consequently,
there is only a limited operating history upon which to base an
assumption that the Registrant will be able to achieve its business
plans.  In addition, the Registrant has only limited assets.  As a
result, there can be no assurance that the Registrant will generate
significant revenues in the future; and there can be no assurance that
the Registrant will operate at a profitable level.  Accordingly, the
Registrant's prospects must be considered in light of the risks,
expenses and difficulties frequently encountered in connection with
the establishment of a new business.

     The Registrant has incurred losses from operations: $104,298 for
the fiscal year ended September 30, 2001, $74,151 for the fiscal year
ended September 30, 2000, and $4,577 for the six months ended March
31, 2002.  At March 31, 2002, the Registrant had an accumulated
deficit of $2,374,696.  This raises substantial doubt about the
Registrant's ability to continue as a going concern.

     As a result of the fixed nature of many of the Registrant's
expenses, the Registrant may be unable to adjust spending in a timely
manner to compensate for any unexpected delays in the development and
marketing of the Registrant's products or any capital raising or
revenue shortfall.  Any such delays or shortfalls will have an
immediate adverse impact on the Registrant=s business, operations and
financial condition.

(b)  Need for Additional Financing May Affect Operations and Plan of
Business.

     The working capital requirements associated with any adopted plan
of business of the Registrant may be significant.  The Registrant
anticipates, based on currently proposed assumptions relating to its
operations (including with respect to costs and expenditures and
projected cash flow from operations), that it must seek financing to
continue its operations (an amount which is as yet to be determined.
However, such financing, when needed, may not be available, or on
terms acceptable to management.  In the event that the Registrant's
plans change or its assumptions change (due to unanticipated expenses,
technical difficulties, or otherwise), the Registrant would be
required to seek additional financing sooner than currently
anticipated or may be required to significantly curtail or cease its
operations.

     Regardless of whether the Registrant's cash assets prove to be
inadequate to meet the Registrant's operational needs, the Registrant
might seek to compensate providers of services by issuance of stock in
lieu of cash.

     If funding is insufficient at any time in the future,  the
Registrant may not be able to take advantage of business opportunities
or respond to competitive pressures, any of which could have a
negative impact on the business, operating results and financial
condition.  In addition, if additional shares were issued to obtain
financing, current shareholders may suffer a dilutive effect on their
percentage of stock ownership in the Registrant.

(c)  Loss of Any of Current Management Could Have Adverse Impact on
Business and Prospects for Registrant.

     The Registrant's success is dependent upon the hiring of key
administrative personnel.  None of the Registrant's officers,
directors, and key employees have an employment agreement with the
Registrant; therefore, there can be no assurance that these personnel
will remain employed by the Registrant after the termination of such
agreements.  Should any of these individuals cease to be affiliated
with the Registrant for any reason before qualified replacements could
be found, there could be material adverse effects on the Registrant=s
business and prospects.  In addition, management has no experience is
managing companies in the same business as the Registrant.

     In addition, all decisions with respect to the management of
the Registrant will be made exclusively by the officers and directors
of the Registrant.  Shareholders of the Registrant will only have
rights associated with such ownership to make decisions which effect
the Registrant.  The success of the Registrant, to a large extent,
will depend on the quality of the directors and officers of the
Registrant.  Accordingly, no person should invest in the shares unless
he is willing to entrust all aspects of the management of the
Registrant to the officers and directors.

(d)  Limitations on Liability, and Indemnification, of Directors
and Officers May Result in Expenditures by Registrant.

     The Delaware General Corporation Law provides for permissive
indemnification of officers and directors and the Registrant may
provide indemnification under such provisions.  Any indemnification of
directors, officer, or employees, could result in substantial
expenditures being made by the Registrant in covering any liability of
such persons or in indemnifying them.

(e)  Potential Conflicts of Interest May Affect Ability of Officers
and Directors to Make Decisions in the Best Interests of Registrant.

     The officers and directors have other interests to which they
devote time, either individually or through partnerships and
corporations in which they have an interest, hold an office, or serve
on boards of directors, and each will continue to do so
notwithstanding the fact that management time may be necessary to the
business of the Registrant. As a result, certain conflicts of interest
may exist between the Registrant and its officers and/or directors
which may not be susceptible to resolution.  All of the potential
conflicts of interest will be resolved only through exercise by the
directors of such judgment as is consistent with their fiduciary
duties to the Registrant.  It is the intention of management, so as to
minimize any potential conflicts of interest, to present first to the
board of directors to the Registrant, any proposed investments for its
evaluation.

(f)  Non-Cumulative Voting May Affect Ability of Shareholders to
Influence Registrant Decisions.

     Holders of the shares are not entitled to accumulate their votes
for the election of directors or otherwise. Accordingly, the holders
of a majority of the shares present at a meeting of shareholders will
be able to elect all of the directors of the Registrant, and the
minority shareholders will not be able to elect a representative to
the Registrant's board of directors.

(g)  Absence of Cash Dividends May Affect Investment Value of
Registrant's Stock.

     The board of directors does not anticipate paying cash dividends
on the shares for the foreseeable future and intends to retain any
future earnings to finance the growth of the Registrant's business.
Payment of dividends, if any, will depend, among other factors, on
earnings, capital requirements, and the general operating and
financial condition of the Registrant, and will be subject to legal
limitations on the payment of dividends out of paid-in capital.

(h)  No Assurance of Continued Public Trading Market and Risk of Low
Priced Securities May Affect Market Value of Registrant's Stock.

     There has been only a limited public market for the common stock
of the Registrant.  The common stock of the Registrant is not
currently traded on any exchange.  As a result, an investor may find
it difficult to dispose of, or to obtain accurate quotations as to the
market value of the Registrant's securities. In addition, the common
stock is subject to the low-priced security or so called "penny stock"
rules that impose additional sales practice requirements on broker-
dealers who sell such securities.  The Securities Enforcement and
Penny Stock Reform Act of 1990 requires additional disclosure in
connection with any trades involving a stock defined as a penny stock
(generally, according to recent regulations adopted by the U.S.
Securities and Exchange Commission, any equity security that has a
market price of less than $5.00 per share, subject to certain
exceptions), including the delivery, prior to any penny stock
transaction, of a disclosure schedule explaining the penny stock
market and the risks associated therewith.   The regulations governing
low-priced or penny stocks sometimes limit the ability of broker-
dealers to sell the Registrant's common stock and thus, ultimately,
the ability of the investors to sell their securities in the secondary
market.

(j)  Shares Eligible For Future Sale.

     All of the 7,155,500 shares of common stock which are currently
held, directly or indirectly, by management have been issued in
reliance on the private placement exemption under the Securities Act
of 1933.  Such shares will not be available for sale in the open
market without separate registration except in reliance upon Rule 144
under the Securities Act of 1933.  In general, under Rule 144 a person
(or persons whose shares are aggregated) who has beneficially owned
shares acquired in a non-public transaction for at least one year,
including persons who may be deemed affiliates of the Registrant (as
that term is defined under that rule) would be entitled to sell within
any three-month period a number of shares that does not exceed the
greater of 1% of the then outstanding shares of common stock, or the
average weekly reported trading volume during the four calendar weeks
preceding such sale, provided that certain current public information
is then available.  If a substantial number of the shares owned by
these shareholders were sold pursuant to Rule 144 or a registered
offering, the market price of the common stock could be adversely affected.

Forward Looking Statements.

     The foregoing Plan of Operation contains "forward looking
statements" within the meaning of Rule 175 of the Securities Act of
1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as
amended, including statements regarding, among other items, the
Registrant's business strategies, continued growth in the Registrant's
markets, projections, and anticipated trends in the Registrant's
business and the industry in which it operates.  The words "believe,"
"expect," "anticipate," "intends," "forecast," "project," and similar
expressions identify forward-looking statements.  These forward-
looking statements are based largely on the Registrant's expectations
and are subject to a number of risks and uncertainties, certain of
which are beyond the Registrant's control.  The Registrant cautions
that these statements are further qualified by important factors that
could cause actual results to differ materially from those in the
forward looking statements, including, among others, the following:
reduced or lack of increase in demand for the Registrant's products,
competitive pricing pressures, changes in the market price of
ingredients used in the Registrant's products and the level of
expenses incurred in the Registrant's operations.  In light of these
risks and uncertainties, there can be no assurance that the forward-
looking information contained herein will in fact transpire or prove
to be accurate.  The Registrant disclaims any intent or obligation to
update "forward looking statements."

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

     The Registrant is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action by or
against the Registrant has been threatened.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

     The Registrant did not sell any securities without registration
(restricted) during the three months ended March 31, 2002.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

     Not Applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     None

ITEM 5.  OTHER INFORMATION.

     None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

Exhibits.

     Exhibits included or incorporated by reference herein are set
forth in the attached Exhibit Index.

Reports on Form 8-K.

     The Registrant did not file any reports on Form 8-K during the
second quarter of the fiscal year covered by this Form 10-QSB.

                                   SIGNATURE

     Pursuant to the requirements of Section 13 or 15(d) 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.

                                      W-J International, Ltd.


Dated:  May 14, 2002                  By: /s/  Edward H. Webb
                                      Edward H. Webb, President

                              EXHIBIT INDEX

Exhibit No.                     Description

3.1     Articles of Incorporation of the Registrant, as amended
        (incorporated by reference to Exhibit 3.1 of the Form 10-KSB
        for the fiscal year ended September 30, 1994).

3.2     Bylaws of the Registrant (incorporated by reference to
        Exhibit 3.2 of the Registration Statement on Form S-4 filed
        on February 29, 1989).

4.1     Specimen Common Stock Certificate (incorporated by reference
        to Exhibit 4.1 of the Form 10-KSB for the fiscal year ended
        September 30, 1993).

4.2     The Registrant's 1988 Stock Option Plan and form of option
        agreements issued pursuant to the plan (incorporated by
        reference to Exhibit 10.12 to of the Registration Statement
        on Form S-4 filed on February 29, 1989).

10      Promissory Note issued by the Registrant in favor of Koronis
        Parts, Inc., dated November 18, 1998 (incorporated by
        reference to Exhibit 10.3 of the Form 10-KSB for the fiscal
        year ended September 30, 1998).