W-J INTERNATIONAL LTD /DE/
10QSB, 1998-08-13
MISCELLANEOUS TRANSPORTATION EQUIPMENT
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                                   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            30-Jun-98

                                       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.
                      (Formerly Wetjet 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 July 17, 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


                                                                           
PART 1.              FINANCIAL INFORMATION

           Item 1.   Financial Statements

           Condensed Balance Sheets as of June 30, 1998 (Unaudited)
            and September 30, 1997                                         

           Condensed Income Statements (Unaudited)
            Three and Nine-Months ended June 30, 1998 and June 30, 1997    

           Condensed Statements of Cash Flows (Unaudited)
            Three and Nine-Months ended June 30, 1998 and June 30, 1997    

           Notes to Condensed Financial Statements (Unaudited)             


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


PART II.             OTHER INFORMATION

           Item 6.   Exhibits and Reports on Form 8-K                      



SIGNATURES                                                                 



<PAGE>
                             W-J International, Ltd.
                                  Balance Sheet
<TABLE>
<CAPTION>
                                                               June 30,    September 30,
                                                                 1998          1997
                                                             -----------    -----------
                                                             (Unaudited)     (Audited)
                           A S S E T S
<S>                                                          <C>            <C>
Current Assets:
     Cash and Cash Equivalents                               $   156,917    $   188,593
     Liabilities with debit balance                               10,350              0
                                                             -----------    -----------

                 Total current assets                            167,267        188,593
                                                             -----------    -----------

Property and equipment:
     Land                                                         30,648         30,648
     Buildings                                                   374,266        374,266
                                                             -----------    -----------
                                                                 404,914        404,914
     Less: accumulated depreciation                             (122,049)      (110,655)
                                                             -----------    -----------

                 Net property and equipment                      282,865        294,259
                                                             -----------    -----------

                 Total Assets                                $   450,132    $   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                       $    23,782    $    23,782
     Accrued expenses                                                  0            396
     Due to related parties                                            0              0
     Notes payable - related parties                                   0              0
                                                             -----------    -----------

                 Total current liabilities                        23,782         24,178
                                                             -----------    -----------

Long-term debt, net of current portion                            44,339         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                                      (2,014,974)    (1,994,512)
                                                             -----------    -----------

                 Total stockholders equity                       382,012        402,474
                                                             -----------    -----------

                 Total liabilities and stockholders equity   $   450,132    $   482,852
                                                             ===========    ===========


</TABLE>


                        See notes to financial statements

                                        3
<PAGE>
                             W-J International, Ltd.
                            Statements of operations

<TABLE>
<CAPTION>


                                                                     Three Months Ended                 Nine Months Ended
                                                                          June 30,                          June 30,
                                                                    1998             1997             1998             1997
                                                                  (Unaudited)      (Unaudited)      (Unaudited)         (Unaudited)


<S>                                                                  <C>             <C>             <C>             <C>
Rental Income:                                                       $      3,000    $      3,000    $      9,000    $     59,400

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

              Total Income                                           $      3,000    $      3,000    $      9,000    $     59,400

Expenses:
     General & Administrative                                               4,773           9,692          26,055          23,362
     Interest                                                               2,073           3,018          (2,081)          6,469
                                                                     ------------    ------------    ------------    ------------
                                                                            6,846          12,710          23,974          29,831
                                                                     ------------    ------------    ------------    ------------

              Income (loss) from continuing operations
                        before discountinued operations and
                        extraordinary items                                (3,846)         (9,710)        (14,974)         29,569

Discontinued Operations:
     Discontinued Operations                                                  (60)         (2,616)         (5,488)        (11,972)

     Income (Loss) from discontinued operations and 
           extraordinary item                                                 (60)         (2,616)         (5,488)        (11,972)

                        Net Income (loss)                                  (3,906)        (12,325)        (20,462)         17,597
                                                                     ============    ============    ============    ============

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

                        Net (loss) 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     Nine Months Ended
                                                                     June 30,                June 30,
CASH FLOWS FROM OPERATING ACTIVITIES                            1998       1997         1998         1997
                                                            (Unaudited) (Unaudited)   (Unaudited) (Unaudited)
                                                            -----------------------   -----------------------

<S>                                                         <C>          <C>          <C>          <C>      
     Net (Loss)                                             ($  3,906)   ($ 12,325)   ($ 20,462)   $  17,597
     Adjustments to reconcile net (loss) to net cash
       flows from operating activities:
         Depreciation                                           3,798        3,798       11,394       11,394
         Changes in:
             Accounts receivable - Trade                       (2,025)      (2,407)      (3,400)      (2,407)
             Notes payable - Trade                                  0            0            0       25,316
             Notes payable - Related parties                        0            0            0      (39,593)
             Accrued expenses                                  (4,472)           0         (398)     (27,323)
                                                            ---------    ---------    ---------    ---------

                 Net cash flows from operating activities      (6,605)     (10,934)     (12,866)     (15,016)
                                                            ---------    ---------    ---------    ---------

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:

     Gain on extinguishment of debt                                 0            0            0            0
     Principal payments on long-term debt                      (2,699)      (4,050)     (11,860)     (12,151)
                                                            ---------    ---------    ---------    ---------

                 Net cash flows from financing activities      (2,699)      (4,050)     (11,860)     (12,151)
                                                            ---------    ---------    ---------    ---------

                 Net decrease in cash                          (9,304)     (14,984)     (24,726)     (27,167)

Cash, beginning of period                                     166,221      197,658      181,643      209,841
                                                            ---------    ---------    ---------    ---------

Cash, end of period                                         $ 156,917    $ 182,674    $ 156,917    $ 182,674
                                                            =========    =========    =========    =========




</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 June 30,  1998  (Unaudited)  and
           September 30, 1997 (Audited) and the related  statement of operations
           and cash for for the three and nine-month periods ended June 30, 1998
           (Unaudited)  are  enclosed.   In  the  opinion  of  management,   all
           adjustments  necessary  for a fair  presentation  of  such  financial
           statements have been included.

           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 ("WJ" or the
           "Company").


Note 2.    INVENTORIES

           Inventories consist of the following:
                                      June 30,          September 30,
                                        1998                 1997
                                      ----------          -----------

           Parts and                $         0         $          0
           Components
           Finished Units                     0                    0
                                      ----------          -----------

                                      ==========          ===========
           Total                    $         0         $          0
                                      ==========          ===========


Note 3.    STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                          (Audited)            Equity Changes      (Unaudited)
                                         September 30,         Due to Operation      June 30,
                                             1997                                      1998

<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                   (1,994,512)           (20,462)            (2,014,974)
           Deficit)


           Total                             402,474            (20,462)               382,012

</TABLE>








                                        6

<PAGE>

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

         RESULTS OF OPERATIONS

                  Rental  Income for the  nine-month  period ended June 30, 1998
         decreased 85% to $9,000 from $59,400 for the nine-month period June 30,
         1997.  Rental Income for the three-month  period ended June 30, 1998 of
         $3,000 was equal to the rental income for the three-month  period ended
         June 30, 1997.  The decrease in rent for the  nine-month  period ending
         June 30, 1998 as compared to the nine-month period ending June 30, 1997
         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.

                  Expenses  for  the  nine-month  period  ended  June  30,  1998
         decreased  20% to $23,974 from $29,831 for the  nine-month  period June
         30,  1997.  Expenses  for the  three-month  period  ended June 30, 1998
         decreased 46% to $6,846 from $12,710 for the  three-month  period ended
         June 30, 1997.

                  Discountinued  Operation  expenses for the  nine-month  period
         ended June 30,  1998 were  $5,488  while  expenses  for the  nine-month
         period ended June 30, 1997 totalled  $11,972.  Discountinued  Operation
         expenses for the  three-month  period ended June 30, 1998 was $60 while
         expenses for the three-month period ended June 30, 1997 was $2,616.

                  Net  Income for the  nine-month  period  ended  June 30,  1998
         decreased 216% to a $(20,462)  from $17,597 for the  nine-month  period
         June 30,  1997.  Net Income for the  three-month  period ended June 30,
         1998  increased  68% to $(3,906)  from  $(12,325)  for the  three-month
         period ended June 30, 1997.


         LIQUIDITY AND CAPITAL RESOURCES AND PLAN OF OPERATION

                  The Company's  working  capital  decreased to $143,485 on June
         30, 1998 from  $164,415 on 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
         is has  sufficient  means  to meet  its  capital  requirements  for the
         remainder of fiscal year 1998.


PART II.   OTHER INFORMATION

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

           (a)  Exhibits

                     No exhibits  are  required to be filed for the  three-month
                     period  ended June 30,  1998.  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 June 30, 1998.



                                        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:      July 28, 1998







<TABLE> <S> <C>


<ARTICLE>                     5
                       
<MULTIPLIER>                  1
<CURRENCY>                    U. S. Dollars               
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>               SEP-30-1998         
<PERIOD-START>                  OCT-01-1997   
<PERIOD-END>                    JUN-30-1998   
<EXCHANGE-RATE>                            1   
<CASH>                               156,917  
<SECURITIES>                               0         
<RECEIVABLES>                         10,350  
<ALLOWANCES>                               0  
<INVENTORY>                                0  
<CURRENT-ASSETS>                     167,267  
<PP&E>                               404,914  
<DEPRECIATION>                      (122,049)  
<TOTAL-ASSETS>                       450,132 
<CURRENT-LIABILITIES>                 23,782  
<BONDS>                                    0  
                      0  
                                0  
<COMMON>                             122,146  
<OTHER-SE>                                 0         
<TOTAL-LIABILITY-AND-EQUITY>         450,132  
<SALES>                                    0  
<TOTAL-REVENUES>                       3,000  
<CGS>                                      0  
<TOTAL-COSTS>                          6,846  
<OTHER-EXPENSES>                           0  
<LOSS-PROVISION>                           0  
<INTEREST-EXPENSE>                     2,073  
<INCOME-PRETAX>                       (3,846)  
<INCOME-TAX>                               0 
<INCOME-CONTINUING>                   (3,846)  
<DISCONTINUED>                           (60) 
<EXTRAORDINARY>                            0 
<CHANGES>                                  0  
<NET-INCOME>                          (3,906)  
<EPS-PRIMARY>                              0        
<EPS-DILUTED>                              0  
        


</TABLE>


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