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 March 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 May 1, 1997 12,214,632 shares of registrant's  common stock (par value, $.01)
were outstanding.

Transitional Small Business Disclosure Format:  Yes  [   ]    No  [ X ]

                          This report contains 8 pages.





<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 March 31, 1997 (Unaudited)
            and September 30, 1996                                          3

           Condensed Income Statements (Unaudited)
            Three and Six-Months ended March 31, 1997 and March 31, 1996    4

           Condensed Statements of Cash Flows (Unaudited)
            Three and Six-Months ended March 31, 1997 and March 31, 1996    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>

                                                            March 31,    September 30,
                                                               1997           1996
                                                           (Unaudited)     (Audited)
                                                           -----------    -----------
                           A S S E T S
<S>                                                        <C>            <C>
Current Assets:
     Cash and Cash equivalents                             $    31,761    $    19,708
     Certificates of Deposit                               $   165,897    $   190,133
     Receivables                                           $     2,007    $         0
                                                           -----------    -----------

                 Total current assets                          199,665        209,841
                                                           -----------    -----------

Property and equipment:
     Land                                                       30,648         30,648
     Buildings                                                 374,266        374,266
                                                           -----------    -----------
                                                               404,914        404,914
     Less: accumulated depreciation                           (106,178)       (98,582)
                                                           -----------    -----------

                 Net property and equipment                    298,736        306,332
                                                           -----------    -----------

                 Total Assets                              $   498,401    $   516,173
                                                           ===========    ===========




                     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                     $    16,200    $    20,936
     Accrued expenses                                               91          3,638
     Due to related parties                                          0         26,400
     Notes payable - related parties                                 0          9,647
                                                           -----------    -----------

                 Total current liabilities                      16,291         60,621
                                                           -----------    -----------

Long-term debt, net of current portion                          75,630         78,994
                                                           -----------    -----------

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                                    (1,990,506)    (2,020,428)
                                                           -----------    -----------

                 Total stockholders equity                     406,480        376,558
                                                           -----------    -----------

                 Total liabilities and 
                   stockholders equity                     $   498,401    $   516,173
                                                           ===========    ===========
</TABLE>

                        See notes to financial statements

                                        3

<PAGE>


                             W-J International, Ltd.
                            Statements of operations

<TABLE>
<CAPTION>


                                                                  Three Months Ended                Six Months Ended
                                                                         March 31,                       March 31,
                                                                   1997            1996            1997             1996
                                                                  (Unaudited)     (Unaudited)    (Unaudited)    (Unaudited)
                                  
<S>                                                             <C>             <C>             <C>             <C>

Rental Income:                                                  $     28,200    $     20,489    $     56,400    $     40,978

Expenses:
     General & Administrative                                          3,819          (1,342)         13,671           4,124
     Interest                                                          1,237           1,989           3,451           4,897
                                                                ------------    ------------    ------------    ------------
                                                                       5,056             647          17,122           9,021
                                                                ------------    ------------    ------------    ------------

              Income from continuing operations before
                        discontinued operations                       23,144          19,842          39,278          31,957

Discontinued Operations:
     Discontinued Operations                                          (6,769)        (11,065)         (9,356)        (17,551)

     Loss from discontinued operations and extraordinary item         (6,769)        (11,065)         (9,356)        (17,551)

                        Net Income                                    16,375           8,777          29,922          14,406
                                                                ============    ============    ============    ============

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

                        Net Income per share                    $       0.00    $       0.00    $       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           Six Months Ended
                                                                             March 31,                  March 31,
CASH FLOWS FROM OPERATING ACTIVITIES                                     1997         1996        1997         1996
                                                                     (Unaudited)  (Unaudited)  (Unaudited) (Unaudited)
                                                                      ----------------------   ----------------------

<S>                                                                  <C>          <C>          <C>          <C>      
     Net Income                                                      $  16,375    $   8,777    $  29,922    $  14,405
     Adjustments to reconcile net income to net cash flows 
       from operating activities:
         Depreciation                                                    3,798        3,798    $   7,596        7,596
         Changes in:
             Notes payables - Trade                                     (2,007)           0       25,316            0
             Notes payables - Related parties                             (993)      (2,654)     (39,593)     (31,926)
             Accrued expenses                                          (27,323)      (4,620)     (27,323)        (923)
                                                                     ---------    ---------    ---------    ---------

                 Net cash flows from operating activities              (10,150)       5,301       (4,082)     (10,848)
                                                                     ---------    ---------    ---------    ---------

Cash flows from investing activities:

     Purchase of property and equipment                                      0            0            0            0

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

Cash flows from financing activities:

     Principal payments on long-term debt                               (4,050)      (6,000)      (8,101)     (10,426)
                                                                     ---------    ---------    ---------    ---------

                 Net cash flows from financing activities               (4,050)      (6,000)      (8,101)     (10,426)
                                                                     ---------    ---------    ---------    ---------

                 Net increase (decrease) in cash                       (14,200)        (699)     (12,183)     (21,274)

Cash, beginning of year                                                211,858      317,783      209,841      338,358
                                                                     ---------    ---------    ---------    ---------

Cash, end of year                                                    $ 197,658    $ 317,084    $ 197,658    $ 317,084
                                                                     =========    =========    =========    =========

</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 March 31, 1997  (Unaudited)  and
           September 30, 1996 (Audited) and the related  statement of operations
           and cash flow for the three and  six-month  periods  ended  March 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-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:
                                             March 31,           September 30,
                                                1997                 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     March 31,
                                             1996                                      1997

<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)             29,922            (1,990,506)


           Total                             376,558              29,922               406,480

</TABLE>




                                        6


<PAGE>


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

           RESULTS OF OPERATIONS

                  Rental  Income for the  six-month  period ended March 31, 1997
         increased  38% to $56,400 from $40,978 for the  six-month  period March
         31, 1996. Rental Income for the three-month period ended March 31, 1997
         increased 38% to $28,200 from $20,489 for the three-month  period ended
         March 31, 1996. The increase in rent for the  three-month and six-month
         periods  ended  March  31,  1997 as  compared  to the  three-month  and
         six-month  periods ended March 31, 1996 was primarily due to the tenant
         renting additional square footage.

                  Expenses  for  the  six-month  period  ended  March  31,  1997
         increased 90% to $17,122 from $9,021 for the six-month period March 31,
         1996.  Expenses  for  the  three-month  period  ended  March  31,  1997
         increased  680% to $5,056 from $647 for the  three-month  period  ended
         March  31,  1996.  The  increase  in  expenses  for the  six-month  and
         three-month  periods  ended  March  31,  1997 as  compared  to the same
         periods in 1996 was  related to a  reclassification  of expenses in the
         three-month period ended March 31, 1996.

                  Discountinued  Operation  expenses  for the  six-month  period
         ended  March 31,  1997 was $9,356  while  expenses  for the three-month
         period ended March 31, 1997 was $6,769.

                  Net Income  for the  six-month  period  ended  March 31,  1997
         increased  107% to $29,922 from $14,405 for the six-month  period March
         31, 1996.  Net Income for the  three-month  period ended March 31, 1997
         increased 87% to $16,375 from $8,777 for the  three-month  period ended
         March 31,  1996.  The  increase in Net Income for the  three-month  and
         six-month  periods ended March 31, 1997 as compared to the  three-month
         and six-month  periods  ended March 31, 1996 was  primarily  related to
         decreasing discontinued operation expenses.


           LIQUIDITY AND CAPITAL RESOURCES

                  The Company's  working capital  increased to $183,374 at March
         31, 1997 from $149,220 as of 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 March 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 March 31, 1997, except Exhibit 27 (Financial Data Schedule) has
been included in the electronic version only.

           (b)  Reports on Form 8-K.

                     No  report  on Form 8-K was filed  during  the  three-month
period ended March 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:      May 1, 1997







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