W-J INTERNATIONAL LTD /DE/
10QSB/A, 1996-05-22
MISCELLANEOUS TRANSPORTATION EQUIPMENT
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                                 FORM 10-QSB/A-1
                       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>



         The  registrant  hereby amends Item 6 of Part II of its Form 10-QSB for
the quarter ended December 31, 1995 as follows:


PART II.          OTHER INFORMATION


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

         (a)  Exhibits

                  27:  Financial Data Schedule (filed only in electronic format)

         (b)  Reports on Form 8-K.

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


                                   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
                                             (Principal executive and
                                             principal financial officer)


Date:  May 21, 1996



<TABLE> <S> <C>


<ARTICLE>                     5                       
<MULTIPLIER>                  1
<CURRENCY>                    U.S. Dollars
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>               SEP-30-1996               
<PERIOD-START>                  OCT-01-1995               
<PERIOD-END>                    DEC-31-1995    
<EXCHANGE-RATE>                                1
<CASH>                                   317,783
<SECURITIES>                                   0
<RECEIVABLES>                                  0
<ALLOWANCES>                                   0
<INVENTORY>                                    0
<CURRENT-ASSETS>                         317,783
<PP&E>                                   404,914
<DEPRECIATION>                            89,935
<TOTAL-ASSETS>                           632,762     
<CURRENT-LIABILITIES>                    314,500      
<BONDS>                                        0
                          0
                                    0
<COMMON>                                 122,146
<OTHER-SE>                               109,633
<TOTAL-LIABILITY-AND-EQUITY>             632,762
<SALES>                                        0
<TOTAL-REVENUES>                          20,489
<CGS>                                          0
<TOTAL-COSTS>                              5,466
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                         2,908
<INCOME-PRETAX>                           12,115
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                       12,115
<DISCONTINUED>                             6,487
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                               5,628
<EPS-PRIMARY>                                  0
<EPS-DILUTED>                                  0
        


</TABLE>


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