SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                For the quarterly period ended September 30, 1997

                                       OR

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

              For the transition period from__________to__________.

                       Commission File Number 33-18834-LA


                             OPAL TECHNOLOGIES, INC.
         ----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


            Nevada                                        87-0306464
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


         Suite 4704, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong
         --------------------------------------------------------------
                    (Address of principal executive offices)

                                  852-2541-1999
                           ---------------------------
                           (Issuer's telephone number)

                                      N/A
--------------------------------------------------------------------------------
(Former  name,  former  address and formal  fiscal year,  if changed  since last
report)

     Check whether the issuer (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
twelve (12) months (or such shorter  period that the  Registrant was required to
file such reports) and (2) has been subject to such filing  requirements for the
past ninety (90) days. Yes X No
                          ---  ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practical date.

       Class                    Shares Outstanding                   Date
       -----                    ------------------                   ----
Common, $.001 par value             35,991,954                  November 1, 1997
<PAGE>
                             OPAL TECHNOLOGIES, INC.
                                   FORM 10-QSB
                                      INDEX
                                                                          Page
                                                                          ----
                         PART I - FINANCIAL INFORMATION

ITEM 1 . Financial Statements

          Consolidated Balance Sheets as of September 30, 1997 and
          December 31, 1996...............................................  3

          Consolidated Statements of Operations for the three
          and nine months ended September 30, 1997 and 1996...............  4

          Consolidated Statements of Cash Flows for the nine
          months ended September 30, 1997 and 1996........................  5

          Notes to Consolidated Financial Statements......................  6

ITEM 2.  Management's Discussion and Analysis or Plan of Operations.......  7

                           PART II - OTHER INFORMATION

ITEM 6.  Exhibits and Reports on Form 8-K.................................  9

SIGNATURES................................................................  9


                                        2
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                    OPAL TECHNOLOGIES, INC. AND SUBSIDIARIES
                      UNAUDITED CONSOLIDATED BALANCE SHEET


<TABLE>
<CAPTION>
                                                                                          September 30            December 31
                                                                                              1997                   1996
                                                                                       ------------------      -----------------
                                                                                            US$`000                 US$`000
                                                                                       ------------------      -----------------
<S>                                                                                    <C>                      <C>
CURRENT ASSETS:
         Cash                                                                                      $1,022                  $ 835
         Accounts receivable                                                                        2,427                    537
         Inventories                                                                                  539                     19
         Due from related company/director                                                            555                     91
         Prepayments, etc.                                                                            331                     67
                                                                                       ------------------      -----------------
                  Total current assets                                                              4,874                  1,549
Property, plant and equipment, net                                                                 10,550                  8,788
Licensing costs, net                                                                                  917                    962
Goodwill, net                                                                                         190                    196
                                                                                       ------------------      -----------------
                  Total assets                                                                   $ 16,531               $ 11,495
                                                                                       ==================      =================
LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities:
         Accounts Payable                                                                             921                    814
         Accrued Expenses                                                                             393                    188
                                                                                       ------------------      -----------------
                  Total current liabilities                                                         1,314                  1,002
Loans from PRC joint venture                                                                            -                    122
Loans from parent company                                                                              74                  7,044
                                                                                       ------------------      -----------------
                  Total liabilities                                                                 1,388                  8,168
                                                                                       ------------------      -----------------
Minority interest                                                                                   3,790                  2,806
                                                                                       ------------------      -----------------
Shareholder equity
         Common  stock;   $0.001  par  value;   49,000,000  shares   authorized,
         35,991,954 and 13,591,964 issued and outstanding shares respectively
         Preferred stock, $0.001 par value; 1,000,000 shares authorized, 100,000                       36                     14
         issued and outstanding shares                                                                  -                      -
         Additional paid-in capital                                                                12,167                    989
         Cumulative translation adjustments                                                          (69)                   (49)
         Retained earnings                                                                          (781)                  (433)
                                                                                       ------------------      -----------------
                   Total shareholders' equity                                                      11,353                    521
                                                                                       ------------------      -----------------
Total liabilities and shareholders' equity                                                       $ 16,531               $ 11,495
                                                                                       ==================      =================
</TABLE>


            See Notes to Unaudited Consolidated Financial Statements


                                        3
<PAGE>
                    OPAL TECHNOLOGIES, INC. AND SUBSIDIARIES
                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                        For the three months                      For the nine months
                                                                ended                                    ended
                                                            September 30,                            September 30,
                                                 -----------------------------------      -----------------------------------
                                                      1997                1996                 1997                 1996
                                                 --------------      ---------------      --------------       --------------
                                                    US$`000              US$`000             US$`000              US$`000
                                                 --------------      ---------------      --------------       --------------
<S>                                              <C>                 <C>                  <C>                  <C>
Net Sales                                                  $932               $   89              $2,870               $   89
Cost of Goods Sold                                         (733)                 (28)             (1,950)                 (28)
                                                 --------------      ---------------      --------------       --------------
   Gross Profit                                             199                   61                 920                   61
General and administrative expenses                        (796)                (127)             (1,239)                (186)
Interest Income                                               4                    -                   4                    -
                                                 --------------      ---------------      --------------       --------------
   Income/(Loss) before income taxes                       (593)                 (66)               (315)                (125)
Provision for income taxes                                    -                    -                   -                    -
                                                 --------------      ---------------      --------------       --------------
   Income/(Loss) from continuing
   operations                                              (593)                 (66)               (315)                (125)
   Loss from discontinuing operations                         -                  (57)                  -                 (223)
                                                 --------------      ---------------      --------------       --------------
   Income/(Loss) before minority interest                  (593)                (123)               (315)                (348)
Minority interest                                             8                    -                 (33)                   -
                                                 --------------      ---------------      --------------       --------------
   Net income/(loss)                                      $(585)               $(123)              $(348)               $(348)
                                                 ==============      ===============      ==============       ==============
Weighted Average Number of Shares
Outstanding                                          25,231,084              939,186           8,929,381              939,186
                                                 ==============      ===============      ==============       ==============
Net Income (Loss) Per Share                            $  (0.02)             $ (0.13)            $ (0.04)             $ (0.37)
                                                 ==============      ===============      ==============       ==============
</TABLE>


            See Notes to Unaudited Consolidated Financial Statements


                                        4
<PAGE>
                    OPAL TECHNOLOGIES, INC. AND SUBSIDIARIES
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>

                                                                                   For the nine months ended
                                                                                         September 30,
                                                                        -----------------------------------------------
                                                                                1997                      1996
                                                                        --------------------      ---------------------
                                                                              US$`000                    US$`000
                                                                        --------------------      ---------------------
<S>                                                                      <C>                      <C>
Cash flow from operating activities
Net income/(loss)                                                                    $  (315)                    $ (348)
Adjustments to reconcile net income to net cash provided by/(used
   in) operating activities
        Depreciation of property, machinery & equipment                                   41                          4
        Amortization of good will                                                          6                         23
        Amortization of licensing costs                                                   45                       (906)
        Minority interest                                                                (33)                         -
(Increase)/Decrease in operating assets
        Inventories, net                                                                (187)                      (261)
        Accounts receivable, net                                                      (1,890)                        17
        Prepayments, and other current assets                                           (520)                       (40)
        Due from related company                                                        (464)                         -
(Decrease)/Increase in operating liabilities                                               -                          -
        Accounts payable                                                                 107                        (48)
        Accrued expenses                                                                 206                         76
                                                                        --------------------      ---------------------
              Net cash provided by/(used in) operating activities                     (3,004)                    (1,483)
                                                                        --------------------      ---------------------
Cash flows from investing activities
Acquisition of property, machinery & equipment                                        (1,803)                      (359)
Effect of translation adjustment                                                         (20)                         -
                                                                        --------------------      ---------------------
              Net cash provided by/(used in) investing activities                     (1,823)                      (359)
                                                                        --------------------      ---------------------
Cash flows from financing activities
        Minority interest capital injection                                              984                          -
        Issuance of common shares                                                      5,700                          -
        Decrease in loans from related companies                                      (1,593)                     1,830

                                                                        --------------------      ---------------------
              Net cash provided by/(used in) financing activities                      5,091                      1,830
                                                                        --------------------      ---------------------
Net increase/(decrease) in cash and bank deposits                                        264                        (12)
Cash and bank deposits as of beginning of period                                          67                         18
                                                                        --------------------      ---------------------
Cash and bank deposits as of end of period                                           $   331                      $   6
                                                                        ====================      =====================
Supplemental disclosure of noncash financing activities:
        Conversion of loans from parent company to common stock                      $ 7,600                          -
                                                                        ====================      =====================
</TABLE>


            See Notes to Unaudited Consolidated Financial Statements


                                        5
<PAGE>
                    OPAL TECHNOLOGIES, INC. AND SUBSIDIARIES
                         NOTES TO UNAUDITED CONSOLIDATED
                              FINANCIAL STATEMENTS



1.   INTERIM PRESENTATION

     The interim financial statements were prepared pursuant to the requirements
     for reporting on Form 10-QSB.  The December 31, 1996 balance sheet data was
     derived  from  audited  financial  statements  but  does  not  include  all
     disclosures  required by  generally  accepted  accounting  principles.  The
     interim   financial   statements  and  notes  thereto  should  be  read  in
     conjunction with the financial statements and notes thereto included in the
     Company's  report on Form 10-KSB for the year ended  December 31, 1996.  In
     the opinion of management,  the interim  financial  statements  reflect all
     adjustments of a normal  recurring nature necessary for a fair statement of
     the results for the interim periods presented.

2.   ACQUISITION OF OPERATING BUSINESSES

     The  acquisition of Opal  Agriculture  Development  Limited and Triple Star
     Holding  Limited  by  the  Company  on  June  6,  1997  was  treated  as  a
     recapitalization  of the  acquired  companies  with the  acquired  entities
     considered  the  acquirer  (a  reverse   acquisition).   Accordingly,   the
     historical  consolidated  financial statements of the Company prior to June
     6, 1997 are those of the  combined  financial  statements  of two  acquired
     companies.  The shareholders  equity of the Company as of December 31, 1996
     has been  retroactively  restated to reflect the one for ten reverse  stock
     split,  the  reauthorization  of 50,000,000  shares of  (49,000,000  common
     shares  and  1,000,000  preferred  shares)  and the  issuance  of  Series A
     preferred  stock.  The Series A preferred stock has a vote on all corporate
     matters  equal to thirty  percent  of the total  vote,  is not  subject  to
     redemption and has a liquidation preference of $.001 per share.

3.   SALE OF COMMON STOCK

     On July 1, 1997 the  Company  sold  11,400,000  shares of common  stock for
     $5,700,000.  These  shares  were  sold  purusant  to  Regulation  S of  the
     Securities Act of 1933, as amended.

4.   CONVERSION OF PARENT LOANS TO EQUITY

     On July 1, 1997 and  September 29, 1997 the Company  capitalized  loans and
     advances from the parent company of $2,100,000 and $5,500,000 for 4,200,000
     shares of common stock and 11,000,000 shares of common stock, respectively.

5.   MINORITY INTEREST

     The minority interest reflects the 45% interest held by a non-related party
     in Beijing Opal  Agriculture  Biochemistry,  Co. Ltd., a PRC  joint-venture
     engaged  in  the  manufactur   and   production  of  organic   agricultural
     fertilizer.


                                        6
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operations

Material Changes in Results of Operations

In  June of  1997,  the  Company  acquired  the  operations  of  OpalAgriculture
Development  Limited  ("OAD") and Triple Star Holding Limited  ("Triple  Star").
Prior to the  acquisition of OAD and Triple Star, the Company had no operations.
OAD and Triple Star are engaged in the  production and sale of fertilizer in the
People's Republic of China and had limited operations during 1996. The financial
statements of the Company and the following  discussion  includes the operations
of OAD and Triple Star for all periods presented.

Three  Months  Ended  September  30,  1997  Compared to the Three  Months  Ended
September 30, 1996.

Net Sales.  Net sales for the three months ended September 30, 1997 increased by
$843,000 to $932,000 from $89,000 for the three months ended September 30, 1996.
This increase is the result of the Company  beginning the commercial  production
and sale of fertilizer.

Gross  Profits.  Gross  profits for the three  months ended  September  30, 1997
increased  by $138,000  to $199,000  from  $61,000  for the three  months  ended
September  30, 1996.  This  increase is the result of the Company  beginning the
commercial production and sale of fertilizer.

General and Administrative Expenses. General and administrative expenses for the
three  months  ended  September  30,  1997  increased  by $669,000 or 626.77% to
$796,000  from  $127,000  for the three months ended  September  30, 1996.  This
increase resulted mainly from a management fee of $530,000 charged by the parent
company in the quarterly period ended September 30, 1997.

Net Loss.  The net loss for the three months ended  September 30, 1997 increased
by $462,000 to $593,000 from  $123,000 for the three months ended  September 30,
1996.  This increase is primarily  attributable  to a management fee of $530,000
charged by the parent company in the period ended September 30, 1997.

Nine Months Ended September 30, 1997 Compared to the Nine Months Ended September
30, 1996.

Net Sales.  Net sales for the nine months ended  September 30, 1997 increased by
$2,781,000  to $2,870,000  from $89,000 for the nine months ended  September 30,
1996.  This  increase  is the result of the  Company  beginning  the  commercial
production and sale of fertilizer.

Gross  Profit.  Gross  profits  for the nine  months  ended  September  30, 1997
increased  by  $859,000  to $920,000  from  $61,000  for the nine  months  ended
September  30, 1996.  This  increase is the result of the Company  beginning the
commercial production and sale of fertilizer.

General and Administrative Expenses. General and administrative expenses for the
nine months  ended  September  30, 1997  increased by  $1,053,000  or 566.13% to
$1,239,000 from $186,000.  This increase  resulted from the Company staffing its
operations to begin the commercial  production and sale of fertilizer and from a
management fee of $530,000 charged by the parent company.


                                        7
<PAGE>
Net  Loss.  The net  loss for the  nine  months  ended  September  30,  1997 was
$348,000,  identical with that for the nine months ended September 30, 1996. The
loss  for the nine  months  ended  September  30,  1997 was due to the  expenses
incurred by the  subsidiaries for the production and sales of fertilizer and the
management  fee charged by the parent  company.  The loss for the  corresponding
period  of 1996 was the  result of a trading  loss of  $125,000  and the loss of
$233,000 from discontinued operations.

Changes in Financial Condition, Liquidity and Capital Resources.

        For the past twelve  months,  the Company has funded its  operations and
capital  requirements  with loans from the parent company and the sale of common
stock.  As of September 30, 1997, the Company had cash of $1,022,000 and working
capital of  $3,560,000  as  compared to a cash  balance of $835,000  and working
capital of $547,000 at December 31, 1996.

        Net cash used in  operating  activities  increased  to  $3,004,000  from
$1,483,000 for the nine months ended September 30, 1997 and 1996,  respectively.
This  increase  resulted  from the loss for the  period,  increases  in accounts
receivable  inventories and other  operating  assets acquired in connection with
the commencement of commercial fertilizer operations and was partially offset by
an increase in accounts payable and accrued expenses.

        Net cash used in  investing  activities  increased  to  $1,823,000  from
$359,000 for the nine months  ended  September  30, 1997 and 1996  respectively.
This  increase  resulted  from the  acquisition  of machinery  and  equipment to
support commercial fertilizer operations.

        Net cash provided by financing  activities  increased to $5,091,000 from
$1,830,000 for the nine months ended September 30, 1997 and 1996,  respectively.
This increase is  attributable  to the issuance of common shares for  $5,700,000
and the  injection of capital by the  minority  interest  ($984,000),  which was
partially offset by the repayment of debt to the parent company.

        At September  30, 1997,  the Company had  long-term  debt of $74,000 all
payable to the parent company.

        On July 1, 1997 the Company issued 11,400,000 shares of common stock for
$5,700,000  and  4,200,000  shares of common  stock  for the  cancellation  of a
promisorry note of $2,100,000.  On September 29, 1997, an additional  $5,500,000
of the loan from the parent  company was  capitalized in exchange for 11,000,000
shares of common stock.  These funds have been used for working  capital and the
acquisition of additional property, plant and equipment. With the capitalization
of the loan from its parent and the funds from the sale of shares,  the  Company
believes it has sufficient working capital for the next twelve months.

        On August 8, a new  production  facility in Beijing under the management
of  the  Company's  Beijing  joint-venture  subsidiary  was  commissioned.   The
Joint-venture is also constructing an additional production facility in Beijing.
It is expected  that this new facility  will be completed by the end of calendar
year 1997, and have a production capacity of approximately 75,000 metric tons of
organic  fertilizer   granules.   The  Company  has  minimal  remaining  funding
obligations for this new production facility.


                                        8
<PAGE>
                           PART II - OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K

     (a)  Exhibits

          27.1 Financial Data Schedule

     (b)  Reports on Form 8-K

          1.   Form 8-K of the Company dated July 1, 1997 reporting under Item 9
               the sale of shares pursuant to Regulation S.



                                   SIGNATURES


     In accordance with the requirements of the Exchange Act, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.


                                           OPAL TECHNOLOGIES, INC.


Date: November 18, 1997                By:  /s/ John K. C. Koon
                                          --------------------------------------
                                           John K. C. Koon
                                           President and Chief Executive Officer



Dated: November 18, 1997               By:  /s/ Kenneth Poon
                                          --------------------------------------
                                            Kenneth Poon
                                            Chief Financial Officer


                                        9