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, 1996

                                       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 10, 1997 12,214,632 shares of registrant's  common stock (par value,
$.01) were outstanding.


<PAGE>

                             W-J International, Ltd.

                          QUARTERLY REPORT ON FORM 10-Q



                                      INDEX


                                                                  Page Number
PART 1.              FINANCIAL INFORMATION

       Item 1.   Financial Statements

       Condensed Balance Sheets as of December 31, 1996 (Unaudited)
       and September 30, 1996 (Audited)                                   3

       Condensed Income Statements (Unaudited) for the Three-Months
       ended December 31, 1996 and December 31, 1995                      4

       Condensed Statements of Cash Flows (Unaudited) for the Three-
       Months ended December 31, 1996 and December 31, 1995               5

       Notes to Condensed Financial Statements (Unaudited)                6


       Item 2.   Management's Discussion and Analysis of
                 Financial Condition and Results of Operations            7


PART II.             OTHER INFORMATION

       Item 4.   Submission of Matters to a Vote of Security Holders      7

       Item 6.   Exhibits and Reports on Form 8-K                         7


SIGNATURES                                                                8
<PAGE>
PART I.      FINANCIAL INFORMATION

Item 1.      Financial Statements

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

                                                                      December 31,   December 31,
                                                                          1996          1995
                                                                       (Unaudited)   (Unaudited)
                                                                      -----------    -----------
                                A S S E T S
<S>                                                                   <C>            <C>
Current Assets:
       Cash / Cash Equivalents                                        $   211,858    $   317,783
                                                                      -----------    -----------

                          Total current assets                            211,858        317,783
                                                                      -----------    -----------

Property and equipment:
       Land                                                                30,648         30,648
       Buildings                                                          374,266        374,266
                                                                      -----------    -----------
                                                                          404,914        404,914
       Less: accumulated depreciation                                    (102,380)       (89,935)
                                                                      -----------    -----------

                          Net property and equipment                      302,534        314,979
                                                                      -----------    -----------

                          Total Assets                                $   514,392    $   632,762
                                                                      ===========    ===========

                                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                              $    20,694    $   177,998
       Operations borrowing                                                     0          2,624
       Accounts payable - Trade                                                 0              0
       Accrued expenses                                                    27,413         88,945
       Due to related parties                                                   0         27,323
       Notes payable - related parties                                        993         17,610
                                                                      -----------    -----------

                          Total current liabilities                        49,100        314,500
                                                                      -----------    -----------

Long-term debt, net of current portion                                     75,186         86,483
                                                                      -----------    -----------

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                                             (2,006,881)    (2,165,207)
                                                                      -----------    -----------

                          Total stockholders equity                       390,105        231,779
                                                                      -----------    -----------

                          Total liabilities and stockholders equity   $   514,392    $   632,762
                                                                      ===========    ===========

</TABLE>




                        See notes to financial statements
                                        3

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


<TABLE>
<CAPTION>

                                                                      Three Months Ended
                                                                          December 31,
                                                                 1996                     1995
                                                             (Unaudited)               (Unaudited)


<S>                                                         <C>                       <C>    
Rental Income:                                                     $28,200                   $20,489

Gain on extinguishment of debt                                          $0                        $0
                                                            ---------------          ----------------

           Total Income                                            $28,200                   $20,489

Expenses:
           General & Administrative                                  9,852                     5,466
           Interest                                                  2,214                     2,908
                                                            ---------------          ----------------
                                                                    12,066                     8,374
                                                            ---------------          ----------------

           Income (loss) from continuing operations
           before discontinued operations                           16,134                    12,115

Discontinued Operations:
           Loss from discontinued operations                        (2,587)                   (6,487)

           Net Income (loss)                                        13,547                     5,628
                                                            ===============          ================

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

             Net income (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                                                   1996                         1995
                                                                                    (Unaudited)                 (Unaudited)
                                                                                 -----------------------------------------------

<S>                                                                                        <C>                         <C>   
       Net income (loss)                                                                   $13,547                       $5,628
       Adjustments to reconcile net income (loss) to net 
         cash flows from operating activities:
             Depreciation                                                                    3,798                        3,798
             Changes in:
                    Accounts receivables - Trade                                                                              0
                    Accounts receivables - Related parties                                       0                            0
                    Prepaid expenses                                                             0                            0
                    Notes payables - Trade                                                  27,323                            0
                    Notes payables - Related parties                                       (38,600)                     (29,272)
                    Accrued expenses                                                             0                        3,697
                                                                                 ------------------          -------------------

         Net cash flows from operating activities                                            6,068                      (16,149)
                                                                                 ------------------          -------------------

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:

       Principal payments on long-term debt                                                 (4,051)                      (4,426)
                                                                                 ------------------          -------------------

          Net cash flows from financing activities                                          (4,051)                      (4,426)
                                                                                 ------------------          -------------------

          Net increase (decrease) in cash                                                    2,017                      (20,575)

Cash, beginning of year                                                                    209,841                      338,358
                                                                                 ------------------          -------------------

Cash, end of year                                                                         $211,858                     $317,783
                                                                                 ==================          ===================
</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, 1996  (Unaudited)  and
         September 30, 1996  (Audited)  and the related  statement of operations
         and cash for the three-month period ended December 31, 1996 (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,
                                                 1996                 1996
                                              -----------         ------------

           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,
                                                       1996                                          1996

<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)                        (2,020,428)             13,547             (2,006,881)


           Total                                           376,558              13,547                390,105

</TABLE>



                                        6

<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, 1996  increased  $7,711 from  $20,489  for the  three-month  period
         December  31,  1995.  The  increase  in rent for the first  quarter for
         fiscal  1997 as  compared  to the  same  quarter  of  fiscal  1996  was
         primarily due to the tenant renting additional square footage.

                  Expenses  and  losses  from  discontinued   operations  (where
         expenses  represent  only  those  costs  related  to the  rental of the
         building owned by W-J and loss from  discontinued  operations  includes
         all other Company  expenses)  for the first  three month  period  ended
         December  31,  1996  decreased  19% to  $14,653  from  $14,861  for the
         three-month period ended December 31, 1995.

                  The  Company's  net profit for the  three-month  period  ended
         December 31, 1996  increased to $13,547 from $5,628 for the same period
         ended  December  31,  1995 due  primarily  to the  increase  in  rental
         income.


         LIQUIDITY AND CAPITAL RESOURCES

                  The Company's  working  capital  increased to $162,758 for the
         three-months  ended  December 31, 1996 from $149,220 for the year ended
         September 30, 1996.



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, 1996.


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, 1996.

           (b)  Reports on Form 8-K.

                  No report on Form 8-K was filed during the three-month  period
         ended December 31, 1996.








                                        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







                                       8