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, 1995

                                       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, 1996 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.
                                  Balance Sheet

<TABLE>
<CAPTION>
                                                                December 31,   September 30,
                                                                   1995           1995
                                                                (Unaudited)    (Audited)

                                     ASSETS
<S>                                                             <C>            <C>
Current Assets:
   Cash                                                         $   317,783    $   338,358
                                                                -----------    -----------
      Total current assets                                          317,783        338,358


Property and equipment:
   Land                                                              30,648         30,648
   Buildings                                                        374,266        374,266
                                                                -----------    -----------
                                                                    404,914        404,914
   Less: accumulated depreciation                                   (89,935)       (86,137)
                                                                -----------    -----------

      Net property and equipment                                    314,979        318,777
                                                                -----------    -----------

      Total Assets                                              $   632,762    $   657,135
                                                                ===========    ===========

                             LIABILITIES AND EQUITY

Current liabilities:

    Current portion of long-term debt                           $   177,998    $   172,862
    Operations borrowing                                              2,624          2,624
    Accounts payable - Trade                                              0              0
    Accrued expenses                                                 88,945         85,248
    Due to related parties                                           27,323         53,941
    Notes payable - related parties                                  17,610         20,264
                                                                -----------    -----------

          Total current liabilities                                 314,500        334,939
                                                                -----------    -----------

Long-term debt, net of current portion                               86,483         96,045
                                                                -----------    -----------

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                                          (2,165,207)    (2,170,835)
                                                                -----------    -----------

       Total stockholders equity                                    231,779        226,151
                                                                -----------    -----------

       Total liabilities and stockholders equity                $   632,762    $   657,135
                                                                ===========    ===========

</TABLE>

                        See notes to financial statements


<PAGE>
                             W-J International, Ltd.
                             Statement of operations

<TABLE>
<CAPTION>

                                                                    Three Months Ended
                                                                        December 31,
                                                                  1995              1994
                                                               (Unaudited)        (Unaudited)

<S>                                                             <C>             <C>
Rental Income:                                                  $     20,489    $     11,659

Gain on extinguishment of debt                                  $          0    $     56,156
                                                                ------------    ------------

     Total Income                                               $     20,489    $     67,815

Expenses:
     General & Administrative                                          5,466           5,295
     Interest                                                          2,908           4,251
                                                                ------------    ------------
                                                                       8,374           9,546
                                                                ------------    ------------

     Income (loss) from continuing operations
     before discontinued operations                                   12,115          58,269

Discontinued Operations:
     Loss from discontinued operations                                (6,487)        (13,298)

              Net Income (loss)                                        5,628          44,971
                                                                ============    ============

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

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

</TABLE>


                        See notes to financial statements


<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                                                   1995         1994
                                                                                 (Unaudited)   (Unaudited)
                                            
<S>                                                                               <C>          <C>

Net (Loss)                                                                        $   5,628    ($ 55,948)
Adjustments to reconcile net (loss)
   to net cash flows from operating activities:
     Depreciation                                                                     3,798       10,284
     Changes in:
       Accounts receivable - Trade                                                        0      347,322
       Accounts receivable - Related parties                                              0       (9,539)
       Prepaid expenses                                                                   0        8,853
       Accounts payable - Trade                                                           0       (3,691)
       Accounts payable - Related parties                                           (29,272)      14,428
       Accrued expenses                                                               3,697       (8,181)
                                                                                  ---------    ---------
           Net cash flows from operating activities                                 (16,149)     303,528
                                                                                  ---------    ---------

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                                              (4,426)      (3,582)
                                                                                  ---------    ---------

           Net cash flows from financing activities                                  (4,426)      (3,582)
                                                                                  ---------    ---------

           Net increase (decrease) in cash                                          (20,575)     299,946

Cash, beginning of year                                                             338,358      275,682
                                                                                  ---------    ---------

Cash, end of year                                                                 $ 317,783    $ 575,628
                                                                                  =========    =========
</TABLE>


                        See notes to financial statements

<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, 1995  (Unaudited)  and
          September 30, 1995  (Audited) and the related  statement of operations
          and  cash  for  the   three-month   period  ended  December  31,  1995
          (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-Q 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,
                                                1995                1995
                    
           Parts and Components             $         0         $         0
           Finished Units                             0                   0
                     
           Total                            $         0         $         0
                    
Note 3.    STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                        (Audited)           Equity Changes      (Unaudited)
                                        September 30,       Due to Operation    December 31,
                                          1995                                    1995
<S>                                      <C>                <C>                 <C>       
           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)         (2,170,835)            5,628            (2,165,207)

           Total                            226,151             5,628               231,779

</TABLE>

<PAGE>


Item 2 -  Management's  Discussion  and  Analysis of Results of  Operations  and
Financial Condition.

           RESULTS OF OPERATIONS

     Rental  Income for the first  three-month  period  ended  December 31, 1995
increased  $8,830 from $11,659 for the  three-month  period  ended  December 31,
1994.  The increase in rent for the first quarter for fiscal 1996 as compared to
the same quarter of fiscal 1995 was primarily due the tenant renting  additional
square footage.

     Expenses for the first three-month period ended December 31, 1995 decreased
12% to $8,374 from $9,546 for the three-month period ended December 31, 1994.

     Discountinued Operations expenses for the three-month period ended December
31, 1995  decreased  to $6,487 from  $13,298  for the three-month  period  ended
December 31, 1994.

     The Company's net profit for the three-month period ended December 31, 1995
decreased to $5,628 from $44,971 for the same period ended December 31, 1994.


           LIQUIDITY AND CAPITAL RESOURCES

     The  Company's  working  capital  decreased to $3,373 for the  three months
ended  December 31, 1995 from $3,419 for the year ended  September 30, 1995. The
Company has  operated on limited and  deficit  working  capital  since the first
quarter of 1989 when the Company's previous bank demanded immediate repayment of
and cancelled the Company's bank line of credit.



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, 1995.


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, 1995.

     (b) Reports on Form 8-K.

     No  report  on Form 8-K was  filed  during  the  three-month  period  ended
December 31, 1995.


<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 9, 1996