SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549

                           FORM 10-QSB/A
    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                      EXCHANGE ACT OF 1934

      For the quarterly period ended September 30, 1999.

                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)

Registrant's telephone number, including area code: (852) 2721-0936

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 12,955,530 shares of common stock outstanding as of September
30, 1999.



















                                        1


<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  6     Exhibits  and  Reports  on  Forms  8-K

Item  7     Signatures


































                                     2

<PAGE>

PART  I      FINANCIAL  INFORMATION

ITEM  1.     FINANCIAL  STATEMENTS

The unaudited  financial  statements  for  the  quarter  and nine-month
period ended September  30,  1999, prepared by Management, and expressed
in U.S. Dollars, are as follows:
<TABLE>
<CAPTION>
                 Asian Star Development, Inc.
             Interim Consolidated Balance Sheet

                                            September 30, 1999
                                            --------------------
                                                (Unaudited)
<S>                                                <C>
ASSETS
Current assets
  Cash and cash equivalents . . . . . . . . .  $             4,601
  Prepayments . . . . . . . . . . . . . . . .              170,022
  Inventories . . . . . . . . . . . . . . . .                7,586
  Other assets. . . . . . . . . . . . . . . .               65,397
                                               --------------------
    Total current assets. . . . . . . . . . .              247,606

Land usage rights . . . . . . . . . . . . . .              469,814
Land improvement. . . . . . . . . . . . . . .            4,274,312
Construction in progress. . . . . . . . . . .            1,961,606
Property and equipment, net . . . . . . . . .            1,348,061
                                             ---------------------
Total assets. . . . . . . . . . . . . . . . .  $         8,301,399
                                               --------------------

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
  Due to a shareholder. . . . . . . . . . . .  $           478,903
  Accounts payable. . . . . . . . . . . . . .              542,812
  Others payable. . . . . . . . . . . . . . .              276,009
  Accrued liabilities . . . . . . . . . . . .                9,223
                                               -------------------
    Total current liabilities . . . . . . . .            1,306,947

Commitments and contingencies
Minority interest . . . . . . . . . . . . . .                    -
Shareholders' equity
Common stock, $0.001 par value:
  25,000,000 shares authorized and
    12,955,530 shares issued and outstanding
Common stock. . . . . . . . . . . . . . . . .               12,956
Additional paid-in capital. . . . . . . . . .            8,299,811
Accumulated losses. . . . . . . . . . . . . .           (1,318,315)

  Total shareholders' equity. . . . . . . . .            6,994,452
                                               --------------------
Total liabilities and shareholders' equity. .  $         8,301,399
                                               --------------------
</TABLE>
See accompanying notes to unaudited consolidated condensed financial statements.
                                     3
<PAGE>

<TABLE>
<CAPTION>

                       Asian Star Development, Inc.
               Interim Consolidated Statements of Operations

                              Three Months Ended       Nine Months Ended
                                September 30,             September 30,
                              --------------------     -------------------
                              1998           1999      1998          1999
                            ----------    ----------  ---------   ----------
                                   (Unaudited)           (Unaudited)
<S>                           <C>            <C>        <C>           <C>

Revenue, net . . . . . . .  $ 174,317     $  22,643   $  174,317   $  41,926

Cost of sales. . . . . . . . .(75,872)      (22,965)     (75,872)    (40,603)
                            ---------     ---------   ----------   ---------

Gross profit . . . . . . . .   98,445          (322)      98,445       1,323

Selling expenses . . . . . . (109,836)       (8,856)    (109,836)    (78,928)

General and administrative
  expenses . . . . . . . . . (513,821)      (93,160)    (513,821)   (282,565)

Other income, net. . . . . . . . .178         1,458          178      53,370
                             ---------    ----------   ---------    ---------

Loss before income tax . . . (525,034)     (100,880)    (525,034)   (306,800)

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

Net loss before minority
interest. . . . . . .        (525,034)     (100,880)    (525,034)   (306,800)

Less: Loss in a subsidiary
       attributed to minority
       interest. . . . . .          -             -            -            -
                             --------     ---------     --------    ---------

Net loss attributed to
  common shareholders. .    $(525,034)    $(100,880)    $(525,034)  $(306,800)
                            ---------     --------     ----------  ----------
 loss per common share
  - Basic and diluted. .    $  (0.042)    $ (0.008)    $  (0.043)  $  (0.024)
                            ----------    ---------    ---------   ----------

Weighted average number
  of common shares
  outstanding . . .         12,470,095   12,955,530    12,096,012  12,955,530
                            ----------   ----------    ----------  ----------
<FN>
See accompanying notes to unaudited consolidated condensed financial statements.
</FN>
</TABLE>

                                        4
<PAGE>

<TABLE>
<CAPTION>
                      Asian Star Development, Inc.
              Interim Consolidated Statements of Cash Flows
             Increase (Decrease) in Cash and Cash Equivalents
                       (Expressed in US Dollars)
                                                                Nine Months Ended
                                                                   September 30,
                                                                -------------------
                                                                     1998          1999
                                                       -------------------  ------------
<S>                                                               <C>            <C>
                                                               (Unaudited)   (Unaudited)
Cash flows from operating activities
  Net loss. . . . . . . . . . . . . . . . . . . . .  $        (525,034)  $  (306,800)
Adjustment to reconcile net loss to
      net cash provided by operating activities
Depreciation and amortisation of fixed assets . . . .              19,007        50,419
Loss on disposal of fixed assets. . . . . . . . . . .                   -         6,548
Recognition of deferred expense . . . . . . . . . . .              56,250       112,500
Non-cash compensation expense . . . . . . . . . . . .             399,657             -
Prepayments . . . . . . . . . . . . . . . . . . . . .             (29,093)      111,296
Inventories . . . . . . . . . . . . . . . . . . . . .             (24,100)       21,459
Other assets. . . . . . . . . . . . . . . . . . . . .            (106,856)      (44,992)
Accounts payable. . . . . . . . . . . . . . . . . . .             566,609       (36,477)
Others payable. . . . . . . . . . . . . . . . . . . .             119,479       149,562
Accrued expenses. . . . . . . . . . . . . . . . . . .             (60,261)      (86,514)
                                                       -------------------  ------------
Net cash provided by/(used by) operating activities .             415,658       (22,999)
Cash flows from investing activities
Payments for overhead . . . . . . . . . . . . . . . .            (256,001)     (248,825)
Payments for construction materials . . . . . . . . .                (324)     (148,251)
Acquisition of properties and fixed assets. . . . . .          (1,405,894)       (7,137)
Proceeds from disposal of fixed assets. . . . . . . .                   -        26,162
                                                       -------------------  ------------
Net cash used in investing activities . . . . . . . .          (1,622,219)     (378,051)
Cash flows from financing activities
Proceeds from common stock subscription . . . . . . .           1,600,660        91,980
(Repayment to)/advanced from a shareholder. . . . . .            (318,293)      241,981
                                                       -------------------  ------------
Net cash provided by financing activities . . . . . .           1,282,367       333,961
Net increase/(decrease) in cash and cash equivalents.              35,806       (67,089)
Cash and cash equivalents at beginning of period. . .              34,311        71,690
                                                       -------------------  ------------
Cash and cash equivalents at end of period. . . . . .  $           70,117   $     4,601
                                                       -------------------  ------------
Supplemental disclosure of significant
  non-cash transactions
Capital injection in Honpar Shilong for:
  Land usage right. . . . . . . . . . . . . . . . . .  $          234,905   $         -
  Land improvement. . . . . . . . . . . . . . . . . .             195,079             -
  Overhead pool . . . . . . . . . . . . . . . . . . .                 291             -
<FN>
See accompanying summary of accounting policies and notes to consolidated financial
statements.
</FN>
</TABLE>
                                           5
<PAGE>

                        Asian Star Development, Inc.
            Notes to Interim Consolidated Financial Statements
                       (Expressed  in  US  Dollars)

NOTE  1  -  BASIS  OF  PRESENTATION

The  accompanying  financial data as of September 30, 1999 and for the three and
nine  months  ended  September  30,  1999  and  1998,  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 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,  1998.

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,
results  of operations and cash flows as of September 30, 1999 and for the three
and  nine  months  ended  September  30,  1999,  have been made.  The results of
operations  for  the  three  and  nine  months  ended September 30, 1999 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 has entered
into,  the  overall  status  of the four projects as of September 30, 1999 is as
follows:
<TABLE>
<CAPTION>
                      Total
                    Investment
                    Per Project       Costs
                   Per Agreement     Incurred     Years Remaining to Complete
Project             or Contract      to Date     Project Per Agreement/Contract
-------           --------------    ---------    ------------------------------
                                   (Unaudited)
<S>                 <C>              <C>             <C>

Shilong  Town      $24,200,000      $  613,828       Seven



                                  6
<PAGE>

Shilong  Water
World                3,630,000       1,468,797       No time limit

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 3 years
                   -----------       ---------
                   $89,401,000     $6,748,871
                   -----------     ----------
</TABLE>
Financing  Resource  Dependency

Historically,  the  operating  activities  of  the  above  four  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  exercises  implemented  in  1997  and  1998.

Considering  the  condition  that  only  limited funding is presently available,
management believes that the completion of these four 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  -  "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  September  30,  1999.

NOTE  5  -  HARMONIC  HALL  INVESTMENT

On July 6, 1999, one of the Company's wholly owned subsidiary has entered into a
preliminary  agreement  to  purchase  62.5% of Harmonic Hall Investment Holdings
Limited in exchange for 3,870,968 restricted common stock of the Company.  Up to
date no formal agreement has been entered and no share exchange has been carried
out  yet.

NOTE  6  -  CONTINGENCIES

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.








                                 7
<PAGE>

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

                          Asian Star Development, Inc.
                      Management's Discussion and Analysis
                        (Expressed  in  US  Dollars)

Results  of  Operations

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 $1,267,829 through September 30, 1999.  Registrant's
cash and cash equivalents decreased from $70,117 at September 30, 1998 to $4,601
at  September  30,  1999.

Nine Months Ended September 30, 1999 Compared to Nine Months Ended September 30,
1998

Revenue  from the operation of the Water Park's restaurant and swimming pool for
the  nine  months  ended  September  30,  1999  amounted  to $19,283 and $22,643
respectively.  Revenue  of  Registrant  for  the nine months ended September 30,
1998  and  for  the  quarter  ended  September  30,  1998  amounted to $174,317.
Reduction  in  revenue is because of the suspension of restaurant business after
the  Chinese New Year.  Included in the selling expenses of $78,928 for the nine
months  ended  September  30,  1999 are mainly salary and depreciation expenses.
Reduction  in  selling  expenses is because of the gradual laid off of PRC staff
after the Chinese New Year.  Included in the general and administrative expenses
include  $175,262  consulting  fees  and $26,894 salary expenses.  Reduction in
general  and  administrative  expenses  is  because  of  the  provision  of
$339,657 employees' compensation for stock option granted and the provision of
$60,000  CEO  compensation  for  the  quarter  ended  September  30,  1998.

Liquidity  and  Capital  Resources

For the quarter ended September 30, 1999, Registrant has generated negative cash
flow  of  $67,089  from  its operations for the nine months operation due to the
payment  for  overhead.  Due  to the infant stage of its operations, substantial
ongoing  investment  in  properties and development efforts, and expenditures 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.

Expenditures  for  acquisition  of  properties  and  fixed assets decreased from
$1,405,894  for  the nine months ended September 30, 1998 to $7,137 for the nine
months  ended  September  30,  1999.  Expenditures  for  overhead,  representing
accumulated  indirect  costs  which  are  related  to  projects,  decreased from
$256,001  for  the nine months ended September 30, 1998 to $248,825 for the nine
months  ended September 30, 1999.  Payments for construction materials increased
from  $324 for the nine months ended September 30, 1998 to $148,251 for the nine
months  ended  September  30,  1999.  Net  cash  used  in  investing  activities
decreased  from  $1,622,219 for nine months ended September 30, 1998 to $378,051
for  nine  months  ended  September  30,  1999.

Proceeds  from  common stock subscription decreased from $1,600,660 for the nine
months  ended  September 30, 1998 to $91,980 for the nine months ended September
30,  1999.
                                     8
<PAGE>

As  of  September 30, 1999, Registrant's total assets and total liabilities were
$8,301,399  and  $1,306,947.

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-SB,  filed  on  May 11, 1999.
All previously filed exhibits are incorporated herein by reference.

b)    Reports  on  Form  8-K:  No reports were on filed on Form 8K during the
quarter ended September 30, 1999.

                           SIGNATURES

Pursuant  to  the  requirements  of Section 12 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  1st  day  of  December,  1999.

                           Asian Star Development, Inc.
                           By:  /s/  Stephen Chow
                           Stephen Chow,  President

































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