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, 1997

                                       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, 1998 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


                                                                     Page Number
PART 1.              FINANCIAL INFORMATION

 Item 1.   Financial Statements

 Condensed Balance Sheets as of December 31, 1997 (Unaudited)
  and September 30, 1997 (Audited)                                       3

 Condensed Income Statements (Unaudited) for the Three-Months
  ended December 31, 1997 and December 31, 1996                          4

 Condensed Statements of Cash Flows (Unaudited) for the Three-
  Months ended December 31, 1997 and December 31, 1996                   5

 Notes to Condensed Financial Statements (Unaudited)                     6


 Item 2.   Management's Discussion and Analysis or
           Plan of Action                                                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>
                             W-J International, Ltd.
                                  Balance Sheet
<TABLE>
<CAPTION>

                                                                         December 31,   September 30,
                                                                             1997           1997
                                                                         (Unaudited)     (Audited)
                                                                         -----------    -----------
                                 A S S E T S
<S>                                                                       <C>            <C>        
Current Assets:
       Cash / Cash Equivalents                                            $   181,732    $   188,593
                                                                          -----------    -----------

                          Total current assets                                181,732        188,593
                                                                          -----------    -----------

Property and equipment:
       Land                                                                    30,648         30,648
       Buildings                                                              374,266        374,266
                                                                          -----------    -----------
                                                                              404,914        404,914
       Less: accumulated depreciation                                        (114,453)      (110,655)
                                                                          -----------    -----------

                          Net property and equipment                          290,461        294,259
                                                                          -----------    -----------

                          Total Assets                                    $   472,193    $   482,852
                                                                          ===========    ===========

                     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                                  $    26,400    $    23,782
       Accrued liabilities                                                        396            396
                                                                          -----------    -----------
                          Total current liabilities                            26,796         24,178
                                                                          -----------    -----------

Long-term debt, net of current portion                                         50,882         56,200
                                                                          -----------    -----------

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                                                 (2,002,471)    (1,994,512)
                                                                          -----------    -----------

                          Total stockholders equity                           394,515        402,474
                                                                          -----------    -----------

                          Total liabilities and stockholders equity       $   472,193    $   482,852
                                                                          ===========    ===========


</TABLE>



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

<TABLE>
<CAPTION>


                                                                                  Three Months Ended
                                                                                     December 31,
                                                                               1997            1996
                                                                            (Unaudited)     (Unaudited)


<S>                                                                        <C>             <C>
Rental Income:                                                             $      3,000    $     28,200


Expenses:
           General & Administrative                                              11,373           9,852
           Interest                                                                (414)          2,214
                                                                           ------------    ------------
                                                                                 10,959          12,066
                                                                           ------------    ------------

                               Income (loss) from continuing operations
                                          before discontinued operations         (7,959)         16,134

Discontinued Operations:
           Loss from discontinued operations                                          0          (2,587)

                                          Net Income (loss)                      (7,959)         13,547
                                                                           ============    ============

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                                     1997       1996
                                                                     (Unaudited) (Unaudited)
                                                                     -----------------------

<S>                                                                  <C>          <C>
       Net (Loss)                                                    ($  7,959)   $  13,547
       Adjustments to reconcile net (loss) to net cash
          flows from operating activities:
              Depreciation                                               3,798        3,798
              Changes in:
                    Accounts receivables - Trade
                    Accounts receivables - Related parties                   0            0
                    Prepaid expenses                                     6,300            0
                    Notes payables - Trade                                   0       27,323
                    Notes payables - Related parties                         0      (38,600)
                    Accrued expenses                                         0            0
                                                                     ---------    ---------

                          Net cash flows from operating activities     (10,461)       6,068
                                                                     ---------    ---------

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                             (2,700)      (4,051)
                                                                     ---------    ---------

                          Net cash flows from financing activities      (2,700)      (4,051)
                                                                     ---------    ---------

                          Net increase (decrease) in cash              (13,161)       2,017

Cash, beginning of year                                                188,593      209,841
                                                                     ---------    ---------

Cash, end of year                                                    $ 175,432    $ 211,858
                                                                     =========    =========

</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, 1997  (Unaudited) and
           September 30, 1997 (Audited) and the related  statement of operations
           and  cash  for  the  three-month   period  ended  December  31,  1997
           (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,
                                                 1997                1997
                                               ----------          ----------

           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,
                                         1997                          1997

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)                 (1,994,512)        (7,959)    (2,002,471)


Total                                    402,474         (7,959)       394,515






                                        6

<PAGE>


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

         RESULTS OF OPERATIONS

                  Rental  Income for the first three month  period  December 31,
         1997  decreased  to $3,000  from  $28,200  for the  three-month  period
         December  31,  1996.  The  decrease  in rent for the first  quarter for
         fiscal  1997 as  compared  to the  same  quarter  of  fiscal  1996  was
         primarily due to the fact that the one-year  lease  agreement  that the
         Company had with one of its lessees was not  extended  beyond its March
         31,  1997  termination  date.  The Company  has not yet  replaced  this
         renter,  and rental  income is the  Company's  only source of income at
         this time.

                  Expenses for the first  three-month  period ended December 31,
         1997 decreased 9.1% to $10,959 from $12,066 for the three-month  period
         ended December 31, 1996.

                  The  Company  experienced  no loss or gain  from  discontinued
         operations  for the  three-month  period  ended  December  31,  1997 as
         compared to a loss of $2,587 in the  three-month  period ended December
         31, 1996.

                  The  Company's  net deficit for the  three-month  period ended
         December 31, 1997 was $7,959 as compared to a net profit of $13,547 for
         the same period ended December 31, 1996. This  significant  change from
         1996 arises  from the  Company's  inability  to secure a renter for its
         building.

         LIQUIDITY AND CAPITAL RESOURCES AND PLAN OF OPERATION

                  The  Company's  working  capital  decreased  to $154,936 as of
         December  31, 1997 from  $164,415 at September  30,  1997.  The Company
         intends to continue to seek and evaluate alternatives in order to begin
         operations  again and to improve  the  Company's  financial  condition,
         including  merger and acquisition  opportunities.  In the interim,  the
         Company will seek a renter or purchaser for its  building.  Because the
         Company  will  not  restart  operations  of any type  until a  business
         opportunity  arises for such, it does not anticipate raising additional
         funds  and  believes  it has  sufficient  means  to  meet  its  capital
         requirements for fiscal year 1998.

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, 1997.


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, 1997.

         (b) Reports on Form 8-K.

                  No report on Form 8-K was filed during the three-month  period
         ended December 31, 1997.



                                        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 13, 1998