W-J INTERNATIONAL LTD /DE/
NT 10-K, 1999-12-29
MISCELLANEOUS TRANSPORTATION EQUIPMENT
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 12b-25
                           NOTIFICATION OF LATE FILING

                                                                 SEC FILE NUMBER

                                                                    0-17345
                                                                 CUSIP NUMBER

                                                                    92928K 10 1


(Check One):  [X] Form 10-K and Form 10-KSB  [ ] Form 20-F  [ ] Form 11-K
                        [ ] Form 10-Q and Form 10-QSB  [ ] Form N-SAR
                  For Period Ended:         Sept. 30, 1999
                  [ ] Transition Report on Form 10-K
                  [ ] Transition Report on Form 20-F
                  [ ] Transition Report on Form 11-K
                  [ ] Transition Report on Form 10-Q
                  [ ] Transition Report on Form N-SAR
                  For the Transition Period Ended:
  Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.

        Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein. If the notification relates to a
portion of the filing checked above, identify the Item(s) to which the
notification relates:



PART I - REGISTRANT INFORMATION

Full Name of Registrant

W-J International, Ltd.
Former Name if Applicable

Address of Principal Executive Office (Street and Number)

23 Washburne Avenue
City, State and Zip Code

Paynesville, MN 56362
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

         (a)      The reasons described in reasonable detail in Part III of this
                  form could not be eliminated without unreasonable effort or
                  expense;

         (b)      The subject annual report, semi-annual report, transition
                  report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion
[X]               thereof, will be filed on or before the fifteenth calendar day
                  following the prescribed due date; or the subject quarterly
                  report of transition report on Form 10-Q, or portion thereof
                  will be filed on or before the fifth calendar day following
                  the prescribed due date; and

         c)       The accountant's statement or other exhibit required by Rule
                  12b-25 (c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail the reasons why the Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof, could not be filed within the prescribed time period. (Attach Extra
Sheets if Needed)

                  See Attachment.



<PAGE>


PART IV - OTHER INFORMATION

(1)      Name and telephone number of person to contact in regard to this
         notification

         Edward H. Webb                         320                243-3555
          (Name)                            (Area Code)      (Telephone Number)

(2)      Have all other periodic reports required under Section 13 or 15(d) of
         the Securities Exchange Act of 1934 or Section 30 of the Investment
         Company Act of 1940 during the preceding 12 months (or for such
         shorter) period that the registrant was required to file such reports)
         been filed? If answer is no, identify report(s).    [X]  Yes   [  ]  No


(3)      Is it anticipated that any significant change in results of operations
         from the corresponding period for the last fiscal year will be
         reflected by the earnings statements to be included in the subject
         report or portion thereof?                          [  ]  Yes   [X]  No


         If so, attach an explanation of the anticipated change, both
         narratively and quantitatively, and, if appropriate, state the reasons
         why a reasonable estimate of the results cannot be made.

                             W-J INTERNATIONAL, LTD.
                -------------------------------------------------
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.


Date: December 29, 1999                            By  /s/ Edward H. Webb
                                                    Edward H. Webb

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

<PAGE>


                                   ATTACHMENT
                                       TO
                                   FORM 12b-25
                                       FOR
                             W-J INTERNATIONAL, LTD.


         The Company is not in a position to file its Form 10-K for the year
ended September 30, 1999 on a timely basis, and even with unusual effort and
substantial expense, the Company would not be in a position to file its Form
10-K on a timely basis and fulfill its disclosure obligations satisfactorily. On
December 3, 1999, the Company selected a new firm to serve as its independent
public accountants. Therefore it has been unable to complete its audited
financial statements in a manner satisfactory to the Company.




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