FORM 10-QSB
                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549


[ X ]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
           EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 1998

                                       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 small business issuer as specified in its charter)

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

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

                                  612-243-3311
              (Registrant's telephone number, including area code)

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

At February 9, 1999 12,214,632  shares of registrant's  common stock (par value,
$.01) were outstanding.

Transitional small business disclosure format     YES      NO  X




<PAGE>

                             W-J International, Ltd.

                         QUARTERLY REPORT ON FORM 10-QSB



                                      INDEX


                                                                     
PART 1.              FINANCIAL INFORMATION

 Item 1.   Financial Statements

 Condensed Balance Sheets as of December 31, 1998 (Unaudited)
  and September 30, 1998 (Audited)                                    

 Condensed Income Statements (Unaudited) for the Three-Months
  ended December 31, 1998 and December 31, 1997                       

 Condensed Statements of Cash Flows (Unaudited) for the Three-
  Months ended December 31, 1998 and December 31, 1997                

 Notes to Condensed Financial Statements (Unaudited)                  


 Item 2.   Management's Discussion and Analysis or
           Plan of Operation                                          


PART II.   OTHER INFORMATION

 Item 4.   Submission of Matters to a Vote of Security Holders        

 Item 6.   Exhibits and Reports on Form 8-K                           



SIGNATURES                                                            



<PAGE>
                             W-J International, Ltd.
                                  Balance Sheet
<TABLE>
<CAPTION>

                                                                         December 31,   September 30,
                                                                             1998           1998
                                                                         (Unaudited)     (Audited)
                                                                         -----------    -----------
                                 A S S E T S
<S>                                                                       <C>            <C>        
Current Assets:
       Cash / Cash Equivalents                                            $   143,579    $   148,110
       Accounts Receivable                                                     14,400         12,375
                                                                          -----------    -----------

                          Total current assets                                157,979        158,485
                                                                          -----------    -----------

Property and equipment:
       Land                                                                    20,648         20,648
       Buildings                                                              284,266        284,266
                                                                          -----------    -----------
                                                                              304,914        304,914
       Less: accumulated depreciation                                        (126,526)      (122,728)
                                                                          -----------    -----------

                          Net property and equipment                          178,388        182,186
                                                                          -----------    -----------

                          Total Assets                                    $   336,367    $   340,671
                                                                          ===========    ===========

                     L I A B I L I T I E S   A N D   E Q U I T Y

Current liabilities:

       Current portion of long-term debt                                  $    29,348    $    24,311
       Accrued liabilities                                                          0              0
                                                                          -----------    -----------
                          Total current liabilities                            29,348         24,311
                                                                          -----------    -----------

Long-term debt, net of current portion                                         30,073         33,905
                                                                          -----------    -----------

Stockholders equity:
       Common stock, $.01 par value; 20,000,000
              shares authorized, 12,214,632
              shares issued and outstanding                                   122,146        122,146
       Additional paid-in capital                                           2,274,840      2,274,840
       Accumulated deficit                                                 (2,120,039)    (2,114,531)
                                                                          -----------    -----------

                          Total stockholders equity                           276,947        282,455
                                                                          -----------    -----------

                          Total liabilities and stockholders equity       $   336,367    $   340,671
                                                                          ===========    ===========


</TABLE>



                        See notes to financial statements
                                        3
<PAGE>
                             W-J International, Ltd.
                            Statement of Operations

<TABLE>
<CAPTION>


                                                                                  Three Months Ended
                                                                                     December 31,
                                                                               1998            1997
                                                                            (Unaudited)     (Unaudited)


<S>                                                                        <C>             <C>
Rental Income:                                                             $      3,000    $      3,000


Expenses:
           General & Administrative                                               9,458          11,373 
           Interest                                                                (950)           (414)
                                                                           ------------    ------------
                                                                                  8,508          10,959
                                                                           ------------    ------------

                               Income (loss) from continuing operations
                                          before discontinued operations         (5,508)         (7,959)

Discontinued Operations:
           Loss from discontinued operations                                          0               0

                                          Net Income (loss)                      (5,508)         (7,959)
                                                                           ============    ============

Weighted average common shares outstanding during period                     12,214,632      12,214,632
                                                                           ============    ============
           
                                          Net (loss) per share             ($      0.00)  ($       0.00)
                                                                           ============    ============

</TABLE>



                        See notes to financial statements

                                        4

<PAGE>
                             W-J International, Ltd.
                             Statement of Cash Flows
                           Increase (Decrease) in Cash
<TABLE>
<CAPTION>

                                                                        Three Months Ended
                                                                           December 31,
CASH FLOWS FROM OPERATING ACTIVITIES                                     1998       1997
                                                                     (Unaudited) (Unaudited)
                                                                     -----------------------

<S>                                                                  <C>          <C>
       Net (Loss)                                                    ($  5,508)   ($  7,959)  
       Adjustments to reconcile net (loss) to net cash
          flows from operating activities:
              Depreciation                                               3,798        3,798
              Changes in:
                    Accounts receivables - Trade                             0            0 
                    Accounts receivables - Related parties              (2,025)      (6,300)
                    Prepaid expenses                                         0            0
                    Notes payables - Trade                                   0            0
                    Notes payables - Related parties                     5,036            0
                    Accrued expenses                                         0            0
                                                                     ---------    ---------

                          Net cash flows from operating activities       1,301      (10,461)
                                                                     ---------    ---------

Cash flows from investing activities:

       Purchase of property and equipment                                    0            0

                          Net cash flows from investing activities           0            0
                                                                     ---------    ---------

Cash flows from financing activities:

       Gain on extinguishment of debt                                        0            0
       Principal payments on long-term debt                             (3,832)      (2,700)
                                                                     ---------    ---------

                          Net cash flows from financing activities      (3,832)      (2,700)
                                                                     ---------    ---------

                          Net increase (decrease) in cash               (2,531)     (13,161) 

Cash, beginning of period                                              146,110      188,593  

Cash, end of period                                                  $ 143,579    $ 175,432
                                                                     =========    =========

</TABLE>



                        See notes to financial statements

                                        5
<PAGE>
                             W-J International, Ltd.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)


Note 1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

           The condensed balance sheet as of December 31, 1998 (Unaudited) and
           September 30, 1998 (Audited) and the related statement of operations
           and cash flows for the three-month period ended December 31, 1998
           (Unaudited) are enclosed. In the opinion of management, all
           adjustments necessary for a fair presentation of such financial
           statements have been included. Such adjustments consisted only of
           normal recurring items.

           The financial statements and notes are presented as permitted by Form
           10-QSB and contain certain information included in the Company's
           annual financial statements and notes of W-J International, Ltd., a
           Delaware Corporation ("W-J" or the "Company").


Note 2.    INVENTORIES

           Inventories consist of the following:
                                             December 31,         September 30,
                                                 1998                1998
                                               ----------          ----------

           Parts and Components              $         0         $         0
           Finished Units                              0                   0
                                               ----------          ----------

                                               ==========          ==========
           Total                             $         0         $         0
                                               ==========          ==========


Note 3.    STOCKHOLDERS' EQUITY
                                       (Audited)    Equity Changes  (Unaudited)
                                     September 30, Due to Operation December 31,
                                         1998                          1998

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)                 (2,114,531)        (5,508)    (2,120,039)


Total                                    282,455         (5,508)       276,947






                                        6

<PAGE>


Item 2 - Management's Discussion and Analysis or Plan of Operation

         PLAN OF OPERATION

                  The Company's current operations consist primarily of renting
         land and a building to a related party under a month-to-month lease.
         The Company has no current plans to begin operations again, and has no
         research and development initiatives underway. It does, however,
         continue to evaluate alternatives in order to improve the Company's
         financial condition, including merger and acquisition opportunities.

         RESULTS OF OPERATIONS

                  Rental Income for the first three-month period of fiscal year
         1999, which ended on December 31, 1998 remained the same as compared to
         the three-month period ended December 31, 1997.

                  Expenses for the first three-month period ended December 31,
         1998 decreased 17% to $9,458 from $11,373 for the three-month period
         ended December 31, 1997.

                  The Company experienced no loss or gain from discontinued
         operations for each of the three-month periods ended December 31, 1998
         and December 31, 1997.

                  The Company's net loss for the three-month period ended
         December 31, 1998 decreased 30.8% to $5,508 as compared to $7,959 for
         the same period in 1997.

         LIQUIDITY AND CAPITAL RESOURCES AND PLAN OF OPERATION

                  The Company's working capital decreased to $128,631 at
         December 31, 1998 from $134,174 at September 30, 1998. Since the
         Company 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.

PART II. OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders.

         No matters  were  submitted  to a vote of security  holders  during the
quarter ended December 31, 1998.


Item 6.  Exhibits and Reports on Form 8-K.

         (a)  Exhibits

                  No  exhibits  are  required  to be filed  for the  three-month
         period ended December 31, 1998.

         (b) Reports on Form 8-K.

                  No report on Form 8-K was filed during the three-month  period
         ended December 31, 1998.



                                        7
<PAGE>



                                   SIGNATURES


Pursuant to the requirements of the Securities  Exchange Act of 1934, the Issuer
has duly  caused  this  report  to be signed  on its  behalf by the  undersigned
hereunto duly authorized.

                                          W-J International, Ltd.
                                             ("Small Business Issuer")


                                          By  /s/ Edward H. Webb
                                              Edward H. Webb
                                              President




Date:  February 15, 1999