SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

            ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000

                         COMMISSION FILE NUMBER: 0-26029

                          ASIAN STAR DEVELOPMENT, INC.
                          ----------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)




       NEVADA                                    88-0866395
----------------------              -----------------------------------
(STATE OF ORGANIZATION)            (I.R.S. EMPLOYER IDENTIFICATION NO.)


                          ROOM 930, BLOCK B, EAST WING
                            NEW WORLD OFFICE BUILDING
                         TSIMSHATSUI, KOWLOON, HONG KONG
                 ----------------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)


                                (852) 2721-0936
              --------------------------------------------------
              REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE


CHECK  WHETHER THE ISSUER (1) FILED ALL REPORTS  REQUIRED TO BE FILED BY SECTION
13 OR 15(d) OF THE  EXCHANGE  ACT  DURING  THE PAST 12  MONTHS  AND (2) HAS BEEN
SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X

THERE ARE 13,267,390 SHARES OF COMMON STOCK OUTSTANDING AS OF MARCH 31, 2000.

<PAGE>

                       TABLE  OF  CONTENTS
                       -------------------

PART  I     FINANCIAL  INFORMATION

ITEM  1     FINANCIAL  STATEMENTS

ITEM  2     MANAGEMENT'S  DISCUSSION  OF  OPERATIONS  AND  FINANCIAL
            CONDITION

PART  II    OTHER  INFORMATION

ITEM  5     OTHER INFORMATION

ITEM  6     EXHIBITS  AND  REPORTS  ON  FORMS  8-K

ITEM  7     SIGNATURES

<PAGE>

PART  I      FINANCIAL  INFORMATION

ITEM  1.     FINANCIAL  STATEMENTS

THE  UNAUDITED  FINANCIAL  STATEMENTS  FOR THE  QUARTER  ENDED  MARCH 31,  2000,
PREPARED BY MANAGEMENT, AND EXPRESSED IN U.S. DOLLARS, ARE AS FOLLOWS:



                          ASIAN STAR DEVELOPMENT, INC.

              UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

               FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 2000


<PAGE>

                          ASIAN STAR DEVELOPMENT, INC.

         INDEX TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


                                                                          PAGES

Interim Consolidated Balance Sheet                                         F - 1

Interim Consolidated Statements of Operations                              F - 2

Interim Consolidated Statements of Cash Flows                              F - 3

Notes to Interim Consolidated Financial Statements                F - 4 to F - 6




<PAGE>

<TABLE>
<CAPTION>


                          ASIAN STAR DEVELOPMENT, INC.

                       INTERIM CONSOLIDATED BALANCE SHEET

(Expressed in US Dollars)
                                                            MARCH 31, 2000      DEC. 31, 1999       MARCH 31, 1999
                                                            --------------      -------------       --------------
                                                             (UNAUDITED)          (AUDITED)           (UNAUDITED)
<S>                                                         <C>                 <C>                   <C>

ASSETS

CURRENT ASSETS

         Cash and cash equivalents                          $  112,788          $    5,628            $   18,105
         Prepayments                                           326,245             133,059               281,250
         Inventories                                             9,030               3,905                24,440
         Other assets                                        1,073,410              43,690                70,586
                                                             ---------            --------             ---------
            Total current assets                            $1,521,473          $  186,282            $  394,381

Goodwill                                                        86,983                   -                     -
Land usage rights                                              469,814             469,814               469,814
Land improvement                                             4,297,445           4,274,312             4,274,312
Construction in progress                                     1,363,369           1,656,970             1,817,185
Property and equipment, net                                  1,698,910           1,363,294             1,425,153
                                                             ---------           ---------             ---------
Total asset                                                 $9,437,994          $7,950,672            $8,380,845
                                                             =========           =========             =========

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
         Due to a shareholder                               $1,045,926          $  714,204            $  299,449
         Accounts payable                                      681,228             542,821               584,985
         Other payables                                        410,277             159,150               285,139
         Accrued liabilities                                   197,167             180,890                 6,548
                                                             ---------           ---------             ---------
                  Total current liabilitie                  $2,334,598          $1,597,065            $1,176,121

COMMITMENTS AND CONTINGENCIES

MINORITY INTEREST                                                    -                   -                     -

SHAREHOLDERS EQUITY
Common stock, $0.001 par value:
         25,000,000 shares authorized, 13,267,390
                  shares issued and outstanding
Common stock                                                    13,268              12,956                12,956
Additional paid-in capital                                   9,017,661           8,510,311             8,299,811
Accumulated losses                                          (1,927,533)         (2,169,660)           (1,108,043)
                                                             ---------           ---------             ---------

         Total shareholders' equity                          7,103,396           6,353,607             7,204,724

Total liabilities and shareholders' equity                   9,437,994           7,950,672             8,380,845
                                                             =========           =========             =========

</TABLE>



                                     F - 1


<PAGE>

<TABLE>
<CAPTION>


                          ASIAN STAR DEVELOPMENT, INC.

                  INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

(Expressed in US Dollars)

                                                                            THREE MONTHS ENDED
                                                                                  MARCH 31,

                                                                       2000                1999
                                                                    -----------         -----------
                                                                    (Unaudited)         (Unaudited)


<S>                                                                <C>                 <C>
Revenue, net                                                       $   370,447         $    19,283

Cost of Sales                                                         (379,134)            (17,638)
                                                                    ----------          ----------
Gross profit / (loss)                                                   (8,687)              1,645

Selling expenses                                                        (2,660)            (40,820)

General and administrative expenses                                $  (209,589)            (88,255)

Other income, net                                                      463,063              30,902
                                                                    ----------          ----------

Profit / (Loss) before income tax                                      242,127             (96,528)

Income tax provision                                                         -                   -
                                                                    ----------          ----------

Net profit / (loss) before minority interest                           242,127             (96,528)

Less     : loss in a subsidiary attributed to minority interest              -                   -

Net profit / (loss) attributed to common shareholders              $   242,127         $   (96,528)
                                                                    ==========          ==========

Net loss per common share - Basic and diluted                      $         0         $         0
                                                                    ==========          ==========
Weighted average number of common
         shares outstanding                                         13,267,390          12,955,530
                                                                    ==========          ==========

</TABLE>


                                      F - 2


<PAGE>

<TABLE>
<CAPTION>

                          ASIAN STAR DEVELOPMENT, INC.

                  INTERIM CONSOLIDATED STATEMENTS OF CASH FLOW

                           (Expressed in US Dollars)

                                                                           THREE MONTHS ENDED
                                                                                 MARCH 31,

                                                                       2000                1999
                                                                    -----------         -----------
                                                                    (Unaudited)         (Unaudited)
<S>                                                                <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net profit / (loss)                                             $  242,127          $  (96,528)
      Adjustments to reconcile net profit / (loss) to
           net cash provided by operating activities:
         Depreciation and  amortisation of fixed assets               104,095               8,602
         Recognition of deferred expenses                                   -              56,250
         Prepayments                                                 (193,186)             56,318
         Inventories                                                   (5,125)              4,605
         Other assets                                              (1,029,720)            (50,181)
         Accounts payable                                             138,407               5,696
         Other payables                                               251,127             158,692
         Accrued expenses                                              16,277             (89,189)
         Gain on disposal of subsidiaries                             461,687                   -
                                                                    ---------            --------

NET CASH (USED IN)/PROVIDED BY OPERATING ACTIVITIES                   (14,311)             54,265

CASH FLOWS FROM INVESTING ACTIVITIES

    Payments for overheads                                            (23,133)           (138,768)
      Payments for construction materials and fixed assets           (249,618)           (123,589)
                                                                    ---------            --------

NET CASH USED IN INVESTING ACTIVITIES                                (272,751)           (262,357)

CASH  FLOWS FROM FINANCING  ACTIVITIES
    Proceeds from common stock  subscription                           62,500              91,980
    Advance from a shareholder                                        331,722              62,527
                                                                    ---------            --------

NET CASH PROVIDED BY FINANCING ACTIVITIES                             394,222             154,507

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS                  107,160             (53,585)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                        5,628              71,690
                                                                    ---------            --------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                            112,788              18,105
                                                                    =========            ========

</TABLE>


                                      F - 3


<PAGE>


                          ASIAN STAR DEVELOPMENT, INC.

               Notes to Interim Consolidated Financial Statements

NOTE 1   -        BASIS OF PRESENTATION

The  accompanying  financial  data as of March 31, 2000 and for the three months
ended March 31, 1999 and 2000, have been prepared by the Company, without audit,
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote  disclosures normally included in the financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted pursuant to such rules and regulations.  However,
the Company  believes that the  disclosures are adequate to make the information
presented  not  misleading.   These  financial  statements  should  be  read  in
conjunction with the financial  statements and the notes thereto included in the
Company's  audited annual  financial  statements for the year ended December 31,
1999.

The  preparation  of financial  statements in conformity  with general  accepted
accounting  principles  requires  management to make  estimates  that affect the
reported  amounts  of  assets,  liabilities,   revenues  and  expenses  and  the
disclosure of contingent  assets and  liabilities.  Actual  results could differ
from these estimates.

In the  opinion of  Management,  all  adjustments  (which  include  only  normal
recurring  adjustments) necessary to present fairly the financial position as of
March 31, 2000,  results of operations and cash flows for the three months ended
March 31, 2000,  have been made.  The results of operations for the three months
ended March 31, 2000 are not necessarily indicative of the operating results for
the full year.

NOTE 2   -        LAND USAGE RIGHTS

Land usage right is an intangible asset and stated at cost and is amortized over
the unexpired land usage term ranging from 50 to 70 years.

NOTE 3   -        COMMITMENTS AND CONTINGENCIES

Based on the joint venture  contracts and  agreements,  the Company entered into
two projects in China as of March 31, 2000. Details of the current status of the
projects are as follows:

<TABLE>

                        Total
                        Investment
                        Per Projects     Costs          Years Remaining to
                        Per Agreement    Incurred       Complete the Project Per
Project                 or Contract      to Date        Agreement or Contract
-------                 -----------      -------        ---------------------
(unaudited)
<S>                     <C>              <C>            <C>

Maple City              38,000,000       2,016,621      No time limit
Shilong Town Hall       23,571,000       2,649,625      Pending on the PRC
                                                        economic conditions
                                                        and endeavoring to
                                                        complete within three
                                                        years
                       -----------      ----------
                       $61,571,000      $4,666,246
                       ===========      ==========

</TABLE>

                                      F - 4



<PAGE>

                          ASIAN STAR DEVELOPMENT, INC.

               Notes to Interim Consolidated Financial Statements

One of  the  Company's  subsidiary,  Honpar  (Shilong)  Properties  Limited,  is
involved in a legal proceeding with a PRC  construction  company relating to the
Shilong Town Hall project.  The amount  claimed by the  construction  company is
approximately  RMB5 million  (equivalent to  US$605,000).  The management of the
Company has denied and defended  vigorously  against the claim and believes that
the realisation of this contingent liability is remote. Accordingly no provision
has been provided for the claim amount.

FINANCING RESOURCE DEPENDENCY

Historically,   the   operating   activities   of  the  above  2  projects  were
substantially  financed by one of the  Company's  directors  through the form of
either infusing equity capital or providing  shareholder's  loans in addition to
the fund raising exercised implements from 1997.

Considering  the  condition  that only limited  funding is presently  available,
management  believes that the completion of these two projects on a timely basis
will depend  significantly  on the additional  funding  available to the Company
through debt and/or equity financing in the near future.

NOTE 4        -   DONGGUAN DRAGON VILLA LIMITED
                  DONGGUAN DRAGON ENTERTAINMENT CENTER LIMITED

In March, 2000, the Company disposed of its 80% equity interest in the "Dongguan
Dragon Villa Limited" and "Dongguan Dragon  Entertainment Center Limited" to the
"Shilong Town House and Properties Corporation".

NOTE 5   -        ABLE WEALTH INVESTMENTS LIMITED

In January, 2000, the sales and purchase transactions were completed between one
of the Company's  subsidiaries,  Able Wealth Investments Limited, and the owners
of two Hong Kong  incorporated  companies.  Through this agreement,  Able Wealth
Investments  Limited  acquires the entire  equity  shares of these two Hong Kong
companies which operate a cafeteria business in Hong Kong.

NOTE 6   -        SUPERPORT PROJECT

On January  25,  2000,  the  Company  entered  into an  agreement  to acquire an
existing to LPG  cylinder  manufacturing  plant and an  associated  LPG bottling
plant in the State of Kelantan, Malaysia. The Project also includes an exclusive
right to  install a  deep-water  port for  tankers.  The total  project  cost is
estimated to be $2.3 billion.

NOTE 7   -        HARMONIC HALL INVESTMENT

On March 28, 2000, the Company and one of the Company's subsidiaries, Asian Star
(Hong Kong) Limited ("The Group"),  have entered into  agreements  with Harmonic
Hall  Investment  Holdings  Ltd,  a B.V.I.  Corporation,  with 13  subsidiaries,
operated in Hong Kong and China,  whereby the Group acquired  approximately  52%
shares by exchange of 2,313,625 shares of the Company's  Restricted Common Stock
at par value $.001 and  approximately  US$650,000  cash. The  transactions  were
completed in April 2000.

                                      F - 5



<PAGE>

                          ASIAN STAR DEVELOPMENT, INC.

               Notes to Interim Consolidated Financial Statements


NOTE 8   -        "6-12" CONVENIENCE STORE CHAIN

According to the letter of intent  entered into in September  1998,  the Company
planned  to  acquire  100% of total  issued  and  outstanding  shares of two PRC
corporations through a 75% owned  newly-established  Hong Kong subsidiary.  This
plan has been subsequently changed as only one PRC corporation will be acquired.
No cost has been incurred on this project as of March 31, 2000.

                                      F - 6



<PAGE>

                          ASIAN STAR DEVELOPMENT, INC.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS.

RESULTS OF OPERATION

LIMITED OPERATING HISTORY; ACCUMULATED DEFICIT; NEED FOR ADDITIONAL CAPITAL

There is limited historical financial information about Registrant upon which to
base  an  evaluation  of the  Registrant's  performance  or to  make a  decision
regarding an investment in shares of Registrant's  Common Stock.  Registrant has
an accumulated deficit of $1,927,533 as of March 31, 2000. Registrant's cash and
cash  equivalents  increased from $18,105 at March 31, 1999 to $112,788 at March
31, 2000.

THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THREE MONTHS ENDED MARCH 31, 1999

Revenue from the operation of the Ocean Wealth  Restaurant  for the three months
ended March 31, 2000 amounted to $370,447.  Water Park Restaurant had no revenue
for the three  months ended March 31, 2000 due to the  seasonal  operation.  The
Company has entered into an agreement to assign the Water Park  operation to the
Panyu Trend Water Amusement Park Construction Ltd for a period of seven years at
RMB1.2  million per annum with effect from June 1, 2000.  The  restaurant in the
Water Park may also be  assigned  to other  interest  party or  operated  by the
Registrant.  Included  in the  general and  administrative  expenses  are mainly
salary,  commission  and  depreciation  expenses.  Other income  include gain on
disposal of subsidiaries amounted to $461,687.

LIQUIDITY AND CAPITAL RESOURCES

For the quarter ended March 31, 2000,  Registrant  has  generated  positive cash
flow of $107,160  from its  operations  for the three months  mainly due to more
advances  from the  shareholder.  Due to the  infant  stage  of its  operations,
substantial  ongoing  investment  in properties  and  development  efforts,  and
expenditures  incurred  to  build  the  appropriate  infrastructure  to  support
expected future growth,  Registrant has been substantially  dependent on private
placements of its equity  securities and shareholder  loan financing to fund its
cash requirements.

Payments  for  overheads,  representing  accumulated  indirect  costs  which are
related to projects,  decreased  from  $138,768 for the three months ended March
31, 1999 to $23,133 for the three  months  ended March 31,  2000.  Payments  for
construction  materials and fixed assets  increased  from $123,589 for the three
months  ended March 31, 1999 to $249,618  for the three  months  ended March 31,
2000.

Registrant  issued 50,000 restricted shares of its common stock to an accredited
investor and 261,860  restricted shares of its common stock in exchange for 100%
equity shares of two Hong Kong incorporated  companies which operate a cafeteria
business in Hong Kong for the three months ended March 31, 2000.

As of March 31,  2000,  Registrant's  total  assets and total  liabilities  were
$9,437,994 and $2,334,598.



<PAGE>

ITEM 5.    OTHER INFORMATION

     (1) On May 8, 2000,  Registrant  dismissed BDO International and, on May 9,
2000, Registrant retained PriceWaterhouse Coopers as its auditor. During the two
previous fiscal years,  the auditor  expressed no adverse  opinion,  nor was any
audit  qualified or modified.  There were no  disagreements  of any kind between
Asian Star Development,  Inc. and BDO  International.  The Board of Directors of
Asian Star  Development,  Inc. decided that it wanted to use a larger accounting
firm to perform its audit and therefore dismissed BDO International and approved
the appointment of Price Waterhouse Coopers.

     (2) On May 9, 2000,  Registrant  engaged  Price  Waterhouse  Coopers as its
certifying  accountant.  Management  has not  previously  consulted  with  Price
Waterhouse Coopers on any accounting or financial reporting matters.

     (3) Other than the disclosures  above,  there are no other matters required
pursuant to Form 8-K, or Item 304 of Regulation S-K, to be disclosed herein.


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

EXHIBITS

a) All required exhibits, including the Company's Articles of Incorporation, and
Bylaws,  are attached to the Company's Form 10-KSB,  for the year ended December
31, 1999, filed on March 20, 2000.

All previously filed exhibits are incorporated herein by reference.

b) Reports on Form 8-K:  No reports  were filed on Form 8K during the quarter
ended March 31, 2000.



<PAGE>

ITEM 7.    SIGNATURES

                           SIGNATURES

Pursuant to the  requirements  of Section 13 of the  Securities  Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.

Dated this 10th day of May, 2000.

                           Asian Star Development, Inc.

                           By:  /s/  STEPHEN CHOW
                                ------------------------
                                Stephen Chow,  President