U.S. Securities and Exchange Commission
                             Washington, D.C. 20549


                                   Form 10-QSB


     [X]  QUARTERLY  REPORT  PURSUANT TO SECTION 13 OR 15 (d) OF THE  SECURITIES
          EXCHANGE ACT OF 1934

          FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 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 0-27274


                           WALKER WINGSAIL AMERICA INC
             (Exact Name of Registrant as specified in its charter)


               Delaware                                04-3303425
    (State or other jurisdiction of         (IRS Employer Indentification No)
     incorporation or organization)


              Devonport Royal Dockyard, Plymouth, Devon, UK PL1 4SG
                    (Address of principal executive offices)


                                 44 1752 605426
              (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
requirement for the past 90 days.

                          Yes  [X]        No  [ ]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock as of November 14, 1996:


         Common Stock $0.001 par value             2,386,680
         -----------------------------             ---------

         Class                                     Number of Shares



<PAGE>  1

                          WALKER WINGSAIL AMERICA INC

<TABLE>
<CAPTION>
INDEX
                                                                                      Page
                                                                                      ----


<S>      <S>                                                                           <C>
PART I   FINANCIAL INFORMATION

Item 1.  Financial Statements

            Condensed Balance Sheets - September 30, 1996 and December 31, 1995.......    3

            Condensed Statements of Operations - For the Three Months ended 
             September 30, 1996 and 1995 For the Nine Months Ended September 30,
             1996 For the Period from Inception (January 19, 1995) to September 30,
             1995 and Cumulative From Inception (January 19, 1995) to September 30,
             1996.....................................................................    4

            Condensed Statements of Cash Flows For the Nine Months ended September 30,
             1996 For the Period From Inception (January 19, 1995) to September 30, 
             1995 and Cumulative From Inception (January 19, 1995) to September 30,
             1996.....................................................................    5

         Notes to Condensed Financial Statements.....................................     6

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of
          Operations.................................................................   7-8


PART II  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K............................................  9-11

         Signatures
</TABLE>


<PAGE>  2


PART 1  FINANCIAL INFORMATION
ITEM 1  FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
Condensed Balance Sheets                                           Walker Wingsail America Inc
                                                                 (A Development Stage Company)
----------------------------------------------------------------------------------------------
                                                                 September 30     December 31,
                                                                     1996             1995
                                   (Unaudited)			 
----------------------------------------------------------------------------------------------

<S>                                                              <C>              <C>
Assets                                                           $                $

Current Assets:
  Cash                                                              32,761              79,250
  Prepaid Expenses and Other Current Assets                          2,620              12,689
----------------------------------------------------------------------------------------------
Total Current Assets                                                35,381              91,939

  Demonstration Yacht, Net of Accumulated Depreciation 
   of $5,302 (Note 3)                                                   --             348,150
  Intangible Assets, Net of Accumulated Amortization of 
   $63,065 and $29,668, Respectively                               867,496             896,643
----------------------------------------------------------------------------------------------

Total Assets                                                       902,877           1,336,732
                                                                 =============================

Liabilities and Stockholders' Equity

Current Liabilities
  Accounts Payable and Accrued Expenses                             12,404              44,490
  Note Payable, Net of Unamortized Discount of $3,854
   (Note 4)                                                        146,146                   -
  Customer Deposits                                                 44,881              24,958
  Due to Affiliated Entity (Note 5)                                 80,619             246,536
----------------------------------------------------------------------------------------------
Total Current Liabilities                                          284,050             315,984

  License and Sub-License Agreement Obligation                     556,090             693,085
----------------------------------------------------------------------------------------------
Total Liabilities                                                  840,140           1,009,069
----------------------------------------------------------------------------------------------


Stockholders' Equity
  Preferred Stock: $.001 Par Value; 5,000,000 Shares 
   Authorized
  Common Stock: $.001 Par Value; 20,000,000 Shares 
   Authorized 2,386,680 and 2,295,680 Shares Issued 
   and Outstanding, Respectively (Notes 4 and 8)                     2,387               2,296
  Additional Paid-in Capital                                       858,547             809,338
  Deficit Accumulated During Development Stage		                  (798,197)           (483,971)
----------------------------------------------------------------------------------------------
Total Stockholders' Equity                                          62,737             327,663
----------------------------------------------------------------------------------------------

Total Liabilities and Stockholders' Equity                         902,877           1,336,732
                                                                 =============================
</TABLE>


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS


<PAGE>  3


<TABLE>
<CAPTION>

Condensed Statements of Operations                                                                   Walker Wingsail America Inc
                                                                                                   (A Development Stage Company)
--------------------------------------------------------------------------------------------------------------------------------
                                                                        For the Nine    For the Period       Cumulative
                                        For the Three Months Ended      Months Ended    From Inception       From Inception
                                        September 30    September 30    September 30    (January 19, 1995)   (January 19, 1995)
                                        1996            1995            1996            to Sept 30, 1995     to Sept 30, 1996)
                                        (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)          (Unaudited)
--------------------------------------------------------------------------------------------------------------------------------

<S>                                     <C>              <C>             <C>               <C>                 <C>
Selling, General and Administrative 
 Expenses                               $  (77,244)      $  (182,605)    $  (325,928)      $ (278,318)         $  (823,025)
--------------------------------------------------------------------------------------------------------------------------

Other Income
  Gain on Sale of Demonstration Yacht            -                 -           8,850                                 8,850
  Interest Income                              586             1,216           2,426            1,216                4,023
  Other Income                                   -                             2,130                                 2,130
  Gain (Loss) on Foreign Currency 
   Exchange Rate                               (98)                -          (1,704)               -                9,825
--------------------------------------------------------------------------------------------------------------------------
Total Other Income                             488             1,216          11,702            1,216               24,828
--------------------------------------------------------------------------------------------------------------------------

Net Loss from Development Stage 
 Operations                             $  (76,756)      $  (181,389)    $  (314,226)      $ (277,102)         $  (798,197)
                                        ==================================================================================


Net Loss Per Share                           (0.03)            (0.09)          (0.13)           (0.21)               (0.41)
                                        ==================================================================================

Weighted Average Number of Common 
 Shares Outstanding                      2,382,767         1,982,066       2,351,435        1,333,179            1,925,051
                                        ==================================================================================
</TABLE>


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS


<PAGE>  4


<TABLE>
<CAPTION>

Condensed Statement of Cash Flows                                                       Walker Wingsail America Inc
                                                                                       (A Development Stage Company)
--------------------------------------------------------------------------------------------------------------------
                                                            For the Nine     For the Period       Cumulative
                                                            Months Ended     From Inception       From Inception
                                                            September 30     (January 19, 1995)   (January 19, 1995)
                                                            1996             to Sept 30, 1995     to Sept 30, 1996
                                                            (Unaudited)      (Unaudited)          (Unaudited)
--------------------------------------------------------------------------------------------------------------------
                                                                 $                $                    $

<S>                                                          <C>                 <C>                  <C>
Cash Flows from Operating Activities

  Net Loss from Development Stage Operations                   (314,226)          (277,102)            (798,197)
  Adjustments to Reconcile Net Loss from Development 
   Stage
  Operations to Net Cash
    (Used In) Provided by Operating Activities:
      Depreciation and Amortization                              33,397             19,952               68,367
      Gain on Sale of Demonstration Yacht                        (8,850)                 -               (8,850)
      Non-Cash Debt Issuance Costs                                3,500                  -                3,500
      Amortisation of Note Payable Discount
                                                                  3,646                  -                3,646
      Decrease (Increase) in Prepaid Expenses and 
       Other Current Assets                                      10,069                  -               (2,620)
      (Decrease) Increase in Accounts Payable and 
       Accrued Expenses                                         (32,086)            15,934               12,404
      Increase in Customer Deposits                              19,923                  -               44,881
      (Decrease) Increase in Due to Affiliated Entity          (165,917)           284,648               80,619
---------------------------------------------------------------------------------------------------------------
Net Cash (Used In) Provided by Operating Activities            (450,544)            43,432             (596,250)
---------------------------------------------------------------------------------------------------------------

Cash Flows from Investing Activities
  Proceeds from Sale of Demonstration Yacht                     357,000                  -              357,000
  Acquisition of Demonstration Yacht                                  -           (356,164)            (353,452)
  Organization Costs                                                  -             (1,000)              (1,018)
---------------------------------------------------------------------------------------------------------------
Net Cash Provided by (Used In) Investing Activities             357,000           (357,164)               2,530
---------------------------------------------------------------------------------------------------------------

Cash Flows from Financing Activities:
  Proceeds from Issuance of Note Payable                        142,500                  -              142,500
  Principal Repayments of License and Sub-License 
   Agreement Obligation                                        (136,995)          (193,395)            (330,390)
  Proceeds from Issuance of Common Stock, Net of 
   Syndication Costs                                             45,800            811,634              857,434
  Deferred Syndication Costs                                     (4,250)           (55,665)             (43,063)
---------------------------------------------------------------------------------------------------------------
Net Cash Provided by Financing Activities                        47,055            562,574              626,481
---------------------------------------------------------------------------------------------------------------

Effect of Foreign Currency Translation                                -             15,607
---------------------------------------------------------------------------------------------------------------

Net (Decrease) Increase in Cash                                 (46,489)           264,449               32,761
                                                             --------------------------------------------------

Cash, Beginning                                                  79,250                  -                    -
                                                             --------------------------------------------------

Cash, Ending                                                 $   32,761          $ 264,449            $  32,761
                                                             ==================================================
</TABLE>


<PAGE>  5


NOTES TO CONDENSED FINANCIAL                       WALKER WINGSAIL AMERICA, INC.
STATEMENTS (UNAUDITED)                             (A DEVELOPMENT STAGE COMPANY)


1.   INTERIM REPORTING:

In the opinion of  management,  the  accompanying  unaudited  interim  condensed
financial statements of Walker Wingsail America Inc. (the "Company") contain all
adjustments  necessary to present fairly the Company's  financial position as of
September 30, 1996 and December 31, 1995;  the results of its operations for the
three month and nine month  periods ended  September  30, 1996,  the three month
period ended  September 30, 1995, the period from  inception  (January 19, 1995)
through  September 30, 1995,  and the cumulative  period from inception  through
September 30, 1996;  and its cash flows for the nine months ended  September 30,
1996, the period from inception to September 30, 1995 and the cumulative  period
from inception to September 30, 1996.

The information  included in the condensed balance sheet as of December 31, 1995
has been derived  from the Company 's Form 10-KSB for the period from  inception
(January 19, 1995) through  December 31, 1995 (1995 Form 10-KSB).  The unaudited
condensed  financial  statements  contained herein should be read in conjunction
with the  financial  statements  and the  corresponding  notes  contained in the
Company's 1995 Form 10-KSB.

2.   NET LOSS PER SHARE:

Net loss per share is calculated  based on the weighted average number of shares
of  common  stock  and  common   stock   equivalents   outstanding   during  the
corresponding periods.

3.   DEMONSTRATION YACHT:

In February,  1996, the Company sold its demonstration yacht to Wingsail U.S.A.,
Inc.,  an  unaffiliated  third party,  for cash  consideration  in the amount of
$357,000.

4.   NOTE PAYABLE:

During March, 1996, the Company borrowed $142,500,  net of unamortized  discount
of $7,500,  under a 7.75% note  agreement  with an  effective  interest  rate of
13.2%. Under the terms of the note agreement, the outstanding borrowings are due
on March 28, 1997. The note is collateralized by substantially all assets of the
Company.  As of  September  30,  1996,  borrowings  outstanding  under  the note
amounted to $146,146,  net of unamortized discount of $3,854. In connection with
the note  agreement,  the Company  incurred debt issuance costs in the amount of
$12,500 and is  obligated  to issue  50,000  shares of its .001 par value common
stock to the lender.  Such shares of common stock have been  recorded at a value
of $3,500 in the  accompanying  balance sheet as issued and  outstanding  common
stock.

5.   DUE TO AFFILIATED ENTITY:

Although  it was the  Company's  intention  to repay the  balance  due to Walker
Wingsail  Systems  PLC  for  allocated  expenses  at the  point  of the  Company
completed  a  secondary  offering,   upon  receipt  of  the  proceeds  from  the
aforementioned sale of the demonstration  yacht in February,  1996 (Note 3), the
Company elected to remit a payment toward the outstanding obligation with Walker
Wingsail Systems PLC in the amount of $151,000.  In addition,  in May, 1996, the
Company  remitted  an  additional  payment of $166,559  toward such  outstanding
obligation to Walker Wingsail Systems PLC.

6.   LICENSE AND SUB-LICENSE AGREEMENT OBLIGATION:

During the nine months ended September 30, 1996, the Company  remitted  payments
toward its license and  sub-license  agreement  obligation  with Walker Wingsail
Systems, PLC in the aggregate amount of $136,994.

7.   SALES REPRESENTATION AGREEMENTS:

In March 1996,  Walker Wingsail Systems PLC entered into a sales  representation
agreement  with  Wingsail,  U.S.A.,  Inc.  pursuant  to which it agreed to pay a
commission  of 20% of each sale of Walker  Wingsail  yachts for which  Wingsail,
U.S.A., Inc. is responsible.  Walker Wingsail Systems PLC has also agreed to pay
the Company a commission of 2% for each such sale made by Wingsail, U.S.A. Inc.

8.   COMMON STOCK ISSUANCE:

During the nine months ended  September  30,  1996,  the Company  issued  7,000,
29,000  and  5,000   shares  of  its  .001  par  value  common  stock  for  cash
consideration  in the amounts of $10,500,  $20,300  and  $15,000,  respectively,
under non-public placements.


<PAGE>  6


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
         RESULTS OF OPERATIONS


COMPARISON  OF THE RESULTS OF  OPERATIONS  FOR THE QUARTER AND NINE MONTHS ENDED
SEPTEMBER 30, 1996 WITH THE QUARTER ENDED SEPTEMBER 30, 1995 AND THE PERIOD FROM
INCEPTION FROM (JANUARY 19, 1995) TO SEPTEMBER 30, 1995

RESULTS OF OPERATIONS

During the period from the  inception of the Company  (January 19, 1995) through
September 30, 1996, the Company has engaged in no significant operations. During
the Current Period (defined below) the Company's primary activities consisted of
acting as a sales  representative  for an  affiliated  entity,  Walker  Wingsail
Systems PLC ( WWS ).

No revenues were received by the Company from operations  during the three month
period  ended  September  30, 1996,  (the  Current  Period ), or the three month
period ended  September 30, 1995,  (the Prior Period ), or during the nine month
period ended September 30, 1996 or during the period from inception (January 19,
1995) to September 30, 1995.  The Company  suffered a loss of $76,756 during the
Current Period and $181,389 in the Prior Period and $314,226  during nine months
ended September 30, 1996 and $277,102 during the period from inception  (January
19, 1995) to September 30, 1995 from development-stage operations.

The Company incurred selling,  general and administrative expenses of $77,244 in
the Current Period and $182,605 in the Prior Period and $325,928 during the nine
months ended  September 30, 1996 and $278,318  during the period from  inception
(January 19, 1995) to September 30, 1995.

The Company incurred  depreciation  and amortization  expenses of $12,956 in the
Current  Period and  $19,952 in the Prior  Period  and  $31,693  during the nine
months ended  September  30, 1996 and $19,952  during the period from  inception
(January 19, 1995) to September 30, 1995

The  Company  incurred  a loss on foreign  currency  exchange  rate of $98,  and
interest income of $586,  during the Current  Period,  interest income of $1,216
during  the Prior  Period,  and a $1,704  loss on  foreign  currency,  $2,426 in
interest income, $2,130 in other income, and a gain of $8,850 on the sale of its
demonstration  yacht,  during  the nine  months  ended  September  30,  1996 and
interest income of $1,216 was received during the period from inception (January
19, 1995) to September 30, 1995.

The net cash used in operating  activities during the Current Period amounted to
$32,347, of this amount, cash was decreased in the amount of $63,800 as a result
of the net loss, net of non-cash items for depreciation  and amortization  costs
in the amount of $12,956;  cash decreased in the amount of $505 as a result of a
increase in prepaid  expenses and other current  assets;  cash  decreased in the
amount of $2,897 as a result of an  increase  in  accounts  payable  and accrued
expenses; and cash decreased in the amount of $34,855 as a result of an increase
in the  amount  due to WWS.  During  the Prior  Period,  the net cash used in by
operating activities amounted to $4,452 of which cash decreased in the amount of
$161,437 as a result of the net loss, net of non-cash items for depreciation and
amortization  costs in the amount of $19,952,  cash  increased  in the amount of
$15,934 as a result of an decrease in accounts payable and accrued expenses, and
increased by $141,051 as a result of an increase in the amount due to WWS.

During the nine months ended  September  30, 1996 the net cash used in operating
activities  amounted to  $450,544.  Of this  amount,  cash was  decreased in the
amount of $282,533 as a result of the net loss, net of non-cash items  including
depreciation and amortization  costs,  gain on the sale of demonstration  yacht,
and non-cash  debt issuance  costs in the amounts of $37,043,  $8,850 and $3,500
respectively;  cash increased in the amount of $10,069 as a result of a decrease
in prepaid  expenses and other current  assets;  cash decreased in the amount of
$32,086 as a result of a increase in accounts payable and accrued expenses; cash
increased  in the  amount  of $ 19,923 as a result of an  increase  in  customer
deposits; and cash decreased in the amount of $165,917 as a result of a decrease
in the amount due to WWS.

During the period of inception  (January 19, 1995) to September 30, 1995 the net
cash provided by operating  activities amounted to $43,432. Of this amount, cash
was  decreased  in the amount of  $257,150  as a result of the net loss,  net of
non-cash items including  depreciation  and  amortization  cost in the amount of
$19,952,  and  increased  in the amount of $15,934 as a result of a decrease  in
accounts payable and accrued expenses;  cash increased in the amount of $284,648
as a result of an increase in the amount due to WWS.


<PAGE>  7


During the Current Period and Prior Period there was no cash flow from investing
activities.  During the nine  months  ended  September  30, 1996 cash flows from
investing   activities   consisted  of  the  proceeds   from  the  sale  of  the
demonstration  yacht in the  amount of  $357,000  and  during  the  period  from
inception (January 19, 1995) to September 30, 1995 the cash flows from investing
activities  consisted  on an  outlay  for  organisation  costs in the  amount of
$1,000.

Cash flows from financing activities increased by a net amount of $10,750 during
the Current  Period  consisting  of $15,000 from the issuance of 5,000 shares of
Common  Stock,  less  deferred  syndication  costs of  $4,250.  During the Prior
Period, the net cash used in financing  activities  amounted to $609,440,  which
consisted of deferred syndication costs of $8,598, and $811,433 of proceeds from
the  issuance of 2,295,680 of common  stock,  less a principal  repayment of its
obligation  on the licence and sub licence  agreement  with WWS in the amount of
$193,395.

During  the  period  nine  months  ending  September  30,  1996 cash  flows from
financing  activities  increased by $47,055  consisting  of an increase from the
$45,800 of  proceeds  from the  issuance  of 41,000  shares of Common  Stock and
proceeds  of  $142,500  from  the  issuance  of a note  payable,  less  deferred
syndication costs of $4,250 and a principal  repayments of its obligation on the
licence and sub license agreement with WWS in the amount of $136,995. During the
period from inception (January 19 1995) to September 30, 1995, the net cash used
in  financing  activities  amounted to $562,574  which  consisted of $193,395 in
principal repayments of Licence and Sub-Licence agreement  obligation,  $811,634
in proceeds of issuance of Common  Stock,  less $55,665 in deferred  syndication
costs.


LIQUIDITY AND CAPITAL RESOURCES

The  Company's  ability to continue  in  operation  is  dependent  upon  raising
additional capital until revenues are sufficient to fund the company's operating
expenses.  The  Company  is  currently  exploring  the  possibility  of  raising
additional  capital of approximately  $8,000,000  through private  sources.  The
Company currently has no plans,  agreements,  understandings or arrangements for
completing such a financing, and there can be no assurance that the Company will
be able to  secure  such  financing  on a  timely  basis  or on  terms  that are
acceptable to it, or that such funds will be adequate for its future operations.
During the first  quarter 1996 the Company  entered  into a term loan  agreement
with an  unaffiliated  third  party  pursuant  to  which  the  Company  borrowed
$142,500,  net of unamortized  discount of $7,500, at an annual interest rate of
7-3/4%  (an  effective  annual  interest  rate of  13.2%)  for  working  capital
purposes. Under the terms of the loan agreement, the borrowings are due on March
28, 1997. The loan is secured by substantially all of the Company's assets.  The
Company  currently has no other  borrowing  facilities or alternative  financing
methods available to it.

Contingent  on the  Company's  ability  to  raise  approximately  $8,000,000  in
additional  capital,  the Company plans to acquire ship building facilities at a
location  yet to be  determined  in  the  eastern  United  States  and to  begin
commercial  production  of Walker  Wingsail  yachts  using the  Walker  Wingsail
technology. The Company believes that the initial cost of acquiring and bringing
into full production a ship building facility  necessary for its operations will
be  approximately  $3.5 to $4.0  million.  There  can be no  assurance  that the
Company will be able to raise such capital on terms satisfactory to it.

The Company is not  currently  committed  to expend  funds for  marketing or any
other  activities  or  purchases.  However,  during  1996,  it  is  management's
intention  to  promote  the  Company  relative  to  its  available  cash  funds.
Management also expects to incur minimal office and administration  expenses and
professional  fees for which the Company  currently has sufficient cash to fund.
Dependent  upon the  success  of  additional  capital  raising  activities,  the
Company's  expenditures will increase  accordingly to fund its  post-development
stage operations.


<PAGE>  8


                           PART II - OTHER INFORMATION



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


         a.       Exhibits:

                  27.01    Financial Data Schedule

         b.       Reports on Form 8-K:

                  The  Company  has not filed any reports on Form 8-K during the
                  quarterly period ended September 30, 1996



<PAGE>  9


                                   SIGNATURES


Pursuant to the requirement of the Securities  Exchange Act of 1934, the Company
has duly  caused  this  report  to be signed  on its  behalf by the  undersigned
thereunto duly authorised.


                                    WALKER WINGSAIL AMERICA, INC.




November 14 1996                    /s/ JOHN WALKER
------------------------            -------------------------------------------
                                    John Walker, President (Principal Executive
                                      Officer, Principal Financial Officer and
                                      Principal Accounting Officer)