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, 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: 0-17345


                              W-J INTERNATIONAL, LTD.
             (Exact Name of Registrant as Specified in Its Charter)

             Nevada                                         41-1578316
(State or Other 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) 243-3555, ext. 12

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

     Securities registered pursuant to Section 12(g) of the Act: Common
                        Stock, $0.001 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, 2004, 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, 2004                                             3

              STATEMENTS OF OPERATIONS
              FOR THE THREE AND SIX MONTHS ENDED
              MARCH 31, 2004 AND MARCH 31, 2003                          4

              STATEMENTS OF CASH FLOWS
              FOR SIX MONTHS ENDED
              MARCH 31, 2004 AND MARCH 31, 2003                          5

              NOTES TO FINANCIAL STATEMENTS                              6

     ITEM 2.  PLAN OF OPERATION                                          8

     ITEM 3.  CONTROLS AND PROCEDURES                                   13

PART II - OTHER INFORMATION

     ITEM 1.  LEGAL PROCEEDINGS                                         14

     ITEM 2.  CHANGES IN SECURITIES                                     14

     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                           14

     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS       14

     ITEM 5.  OTHER INFORMATION                                         14

     ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                          14

SIGNATURE                                                               15

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCAL STATEMENTS.

                            W-J INTERNATIONAL, LTD.
                                BALANCE SHEET
                               MARCH 31, 2004
                                 (Unaudited)

                                    ASSETS

Current assets:
Cash / cash equivalents                                          $           -
Certificates of deposit                                                  4,268
     Total current assets                                                4,268

          Total assets                                           $       4,268

                  LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable                                                         2,131
Accrued consulting fees                                                  6,000
Accrued legal fees                                                      60,000
  Total current liabilities                                             68,131

Long-term debt:                                                              -

     Total liabilities                                                  68,131

Stockholders' deficit:
Common stock, $0.001 par value;
500,000,000 shares authorized,
12,214,632 shares issued and outstanding                                12,215
Additional paid-in capital                                           2,384,771
Accumulated deficit                                                 (2,460,849)
Total stockholders' deficit                                            (63,863)
Total liabilities and stockholders' deficit                              4,268

                        See Notes to Financial Statements


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


<TABLE>
<CAPTION>
                                                         Three Months Ended             Six Months Ended
                                                               March 31,                     March 31,
                                                         2004          2003             2004           2003
<S>                                                      <C>           <C>              <C>            <C>
Revenue:                                                 $       -     $       -        $      -     $    -

Expenses:
General and administrative                                   2,135         2,100           2,941     2,505
Interest                                                       (20)          (58)            (44)     (125)

Loss from continuing operations before
discontinued operations                                     (2,115)       (2,042)         (2,897)   (2,380)

Discontinued operations: loss
from discontinued operations                                     0             0               0         0

Net loss                                                    (2,115)       (2,042)         (2,897)   (2,380)

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)
</TABLE>


                          See Notes to Financial Statements


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

                                                          Six Months Ended
                                                              March 31,
                                                          2004        2003

Cash flows from operating activities:
Net loss                                                 $(2,897)   $  (2,380)
Adjustments to reconcile net (loss) to net cash
flows from operating activities:
Depreciation                                                   -            -
Changes in:
Certificates of deposit                                   (1,902)        (125)
Accounts receivable                                            -            -
Prepaid expenses                                               -            -
Accounts payable - trade                                     995         (490)
Notes payables                                                 -        2,995
Accrued expenses                                               -            -

Net cash flows from operating activities                       -            -

Cash flows from investing activities:                          -            -

Cash flows from financing activities:                          -            -

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 unaudited condensed balance sheet of W-J International, Ltd., a
Nevada corporation ("Company"), as of March 31, 2004, the related
unaudited statements of operations for the three and six months ended
March 31, 2004 and 2003, and cash flows for the six months ended March
31, 2004 and 2003 are enclosed.  In the opinion of Company 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 do not contain certain information included in the
Company's annual financial statements and notes contained in the Form
10-KSB for the fiscal year ended September 30, 2003.  The operating
results for any interim period are not necessarily indicative of the
results that may be expected for the fiscal year ending September 30, 2004.

NOTE 2.  STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                 (Audited)                                     (Unaudited)
                                                September 30,        Equity Changes              March 31,
                                                    2003            Due to Operation               2004
<S>                                              <C>                <C>                         <C>

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

Common Stock                                        12,215                     0                   12,215

Additional Paid-In Capital                       2,384,771                     0                2,384,771

Retained Earnings (Accumulated Deficit)         (2,457,952)               (2,897)              (2,460,849)

Total Stockholders' Deficit                        (60,966)               (2,897)                 (63,863)
</TABLE>


NOTE 3.  GOING CONCERN CONSIDERATIONS

As shown in the accompanying interim financial statements, the Company
as of March 31, 2004 has an accumulated deficit of $2,460,849.  The
Company's ability to generate net income and positive cash flows is
dependent on the ability to find a specific business opportunity, as
well as the ability to raise additional capital, the ability to
continue to increase sales while reducing operating costs, and the
ability to raise additional capital.  Management is following
strategic plans to accomplish these objectives, but success is not
guaranteed.  As of March 31, 2004, these factors raise substantial
doubt about the Company's ability to continue as a going concern. The
financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of
assets or the amounts and classification of liabilities that may
result from the outcome of this uncertainty.

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 increased to a deficit of
$63,863 at March 31, 2004 from $60,966 at March 31, 2003.  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 certificates of deposit 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, 2004.

Twelve-Month Plan of Operation.

     The Registrant 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
Registrant's financial condition, including merger and acquisition
opportunities.

     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: $17,788 for
the fiscal year ended September 30, 2002, $70,045 for the fiscal year
ended September 30, 2003, and $2,897 for the six months ended March
31, 2004.  At March 31, 2004, the Registrant had an accumulated
deficit of $2,460,849.  This raises substantial doubt about the
Registrant's ability to continue as a going concern.

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

     While the Registrant's management believes it will be successful
in arranging adequate lines of equity or debt financing to implement a
new business for the company, there is no assurance of that occurring.
The Registrant's continued operations therefore will depend upon its
ability to raise additional funds through bank borrowings, equity or
debt financing.  The Registrant estimates that it will need to raise
up to $500,000 or more over the next twelve months for such purposes.
However, adequate funds may not be available when needed or may not be
available on favorable terms to the Registrant.  The ability of the
Registrant to continue as a going concern is dependent on additional
sources of capital and the success of the Registrant's business plan.
The Registrant's independent accountant audit report included in this
Form 10-KSB includes a substantial doubt paragraph regarding the
Registrant's ability to continue as a going concern.

     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, or may be required to reduce the
scope of its planned product development and marketing efforts, any of
which could have a negative impact on its business, operating results
and financial condition.  In addition, insufficient funding may have a
material adverse effect on the company's financial condition, which
could require the company to:

     - curtail operations significantly;

     - sell significant assets;

     - seek arrangements with strategic partners or other parties that
       may require the company to relinquish significant rights to
       products, technologies or markets; or

     - explore other strategic alternatives including a merger or sale
       of the company.

     To the extent that the Registrant raises additional capital
through the sale of equity or convertible debt securities, the
issuance of such securities will result in dilution to existing
stockholders.  If additional funds are raised through the issuance of
debt securities, these securities may have rights, preferences and
privileges senior to holders of common stock and the terms of such
debt could impose restrictions on the Registrant's operations.
Regardless of whether the Registrant's cash assets prove to be
inadequate to meet the Registrant's operational needs, the Registrant
may seek to compensate providers of services by issuance of stock in
lieu of cash, which will also result in dilution to existing
shareholders.

(c)  Control by Officer Over Affairs of the Registrant May Override
Wishes of Other Stockholders.

     The Registrant's president beneficially owns approximately 58% of
the outstanding shares of the Registrant's common stock.  As a result,
this person has the ability to exercise significant influence over all
matters requiring stockholder approval.  Accordingly, it could be
difficult for shareholders to effectuate control over the affairs of
the Registrant.  Therefore, it should be assumed that the officer who
controls these voting rights will be able, by virtue of his stock
holdings, to control the affairs and policies of the Registrant.

(d)  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 has 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 that affect
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.

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

     The by-laws of the Registrant include provisions to the effect
that the company may indemnify any director, officer, or employee.  In
addition, the Nevada Revised Statutes provide for permissive
indemnification of officers and directors.  Any limitation on the
liability of any director, or 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.

(f)  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
that 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.

(g)  Non-Cumulative Voting May Affect Ability of Some Shareholders to
Influence Mangement of Registrant.

     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.

(h)  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.

(i)  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 that 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.

Critical Accounting Policies.

     The Securities and Exchange Commission ("SEC") has issued
Financial Reporting release No. 60, "Cautionary Advice Regarding
Disclosure About Critical Accounting Policies" ("FRR 60"), suggesting
companies provide additional disclosure and commentary on their most
critical accounting policies.  In FRR 60, the SEC defined the most
critical accounting policies as the ones that are most important to
the portrayal of a company's financial condition and operating
results, and require management to make its most difficult and
subjective judgments, often as a result of the need to make estimates
of matters that are inherently uncertain.  Based on this definition,
the Registrant's most critical accounting policies include the use of
estimates in the preparation of financial statements.  The methods,
estimates and judgments the Registrant uses in applying these most
critical accounting policies have a significant impact on the results
the Registrant reports in its financial statements.

     The preparation of the financial statements contained in this
report requires the company to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of contingent assets and liabilities.
On an on-going basis, the Registrant evaluates these estimates,
including those related to revenue recognition and concentration of
credit risk.  The Registrant bases its estimates on historical
experience and on various other assumptions that is believes to be
reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources.  Actual
results may differ from these estimates under different assumptions or
conditions.

Forward Looking Statements.

     The foregoing management's discussion and analysis of financial
condition and results of operations 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.  The words "believe," "expect," "anticipate," "intends,"
"forecast," "project," and similar expressions identify forward-
looking statements.  These are statements that relate to future
periods and include, but are not limited to, statements as to the
Registrant's estimates as to the adequacy of its capital resources,
its need and ability to obtain additional financing, the features and
benefits of its products, its growth strategy, the need for additional
sales and support staff, its operating losses and negative cash flow,
its critical accounting policies, its profitability and factors
contributing to its future growth and profitability.  Forward-looking
statements are subject to certain risks and uncertainties that could
cause actual results to differ materially from those projected. These
risks and uncertainties include, but are not limited to, those
discussed above, as well as risks related to the Registrant's ability
to find additional financing.  These forward-looking statements speak
only as of the date hereof.  The Registrant expressly disclaims any
obligation or undertaking to release publicly any updates or revisions
to any forward-looking statements contained herein to reflect any
change in its expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is based.

ITEM 3.  CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures.

     Within the 90 days prior to the end of the period covered by this
report, the Registrant carried out an evaluation of the effectiveness
of the design and operation of its disclosure controls and procedures
pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as
amended ("Exchange Act").  This evaluation was done under the
supervision and with the participation of the Registrant's president.
Based upon that evaluation, he concluded that the Registrant's
disclosure controls and procedures are effective in gathering,
analyzing and disclosing information needed to satisfy the
Registrant's disclosure obligations under the Exchange Act.

Changes in Disclosure Controls and Procedures.

     There were no significant changes in the Registrant's disclosure
controls and procedures, or in factors that could significantly affect
those controls and procedures since their most recent evaluation.

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

     None.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

     None.

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 11, 2004                   By: /s/ Edward H. Webb
                                       Edward H. Webb, President



                                  EXHIBIT INDEX

Number          Description

2     Agreement and Plan of Merger between the Registrant and W-J
      International, a Delaware corporation, dated December 1,
      2001 (incorporated by reference to Exhibit 2 of the Form 10-
      KSB/A filed on April 28, 2003).

3.1   Articles of Incorporation of the Registrant, dated December
      20, 2001 (incorporated by reference to Exhibit 3.1 of the
      Form 10-KSB/A filed on April 28, 2003).

3.2   Bylaws of the Registrant, dated January 15, 2003
      (incorporated by reference to Exhibit 3.2 of the Form 10-
      KSB/A filed on April 28, 2003).

31    Rule 13a-14(a)/15d-14(a) Certification of Edward H. Webb
      (see below).

32    Section 1350 Certification of Edward H. Webb (see below).