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 March 31, 1998

                                       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
                          ------   -------

     As of May 12,  1998,  35,991,954  shares of Common Stock of the issuer were
outstanding.


<PAGE>



                             OPAL TECHNOLOGIES, INC.
                                   FORM 10-QSB

                                      INDEX
                                                                        Page
                                                                       -------
PART I - FINANCIAL INFORMATION

ITEM 1 . Financial Statements

    Consolidated Balance Sheets as of March 31, 1998 and
    December 31, 1997..................................................    3

    Unaudited Consolidated Statements of Operations-for the 
     three months ended March 31, 1998 and 1997........................    4

    Unaudited Consolidated Statements of Cash Flows-for the 
     three months ended March 31, 1998 and 1997........................    5

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

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

PART II - OTHER INFORMATION............................................    9




                                       2
<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                    OPAL TECHNOLOGIES, INC. AND SUBSIDIARIES
                      UNAUDITED CONSOLIDATED BALANCE SHEET
 

                                                                    December 31,
                                                   March 31, 1998      1997
                                                  ---------------- -------------
                                                      US$`000         US$`000
                                                  ---------------- -------------
ASSETS:
                                                  
Current assets:
         Cash and bank deposits                    $      83         $    1,453
         Accounts receivable, net                      2,765              2,590
         Due from a shareholder                          383                412
         Due from a director                              (1)                 2
         Due from a related company                        -
         Prepayments and other current assets             35                 26
         Inventories, net                                841                642
                                                   ----------         ----------
                  Total current assets                 4,106              5,125
Property, machinery  and equipment, net                8,929              2,123
Construction-in-progress                               5,706             11,626
Licensing costs, net                                     895                907
Goodwill, net                                            183                186
                                                   ----------         ----------
                  Total assets                        19,819             19,967
                                                   ==========         ==========
LIABILITIES AND MINORITY INTERESTS AND
    SHAREHOLDERS' EQUITY
                                             
Current liabilities:
         Short-term borrowings                         1,627              1,239
         Accounts payable                                380                625
         Accrued liabilities                             103                201
         Taxation payable                                 38                 38
                                                   ----------         ----------
                  Total current liabilities            2,148              2,103
Non-current payable                                    2,700              2,877
Loans from PRC joint partner                             640                639
Loans from a shareholder                                   -                  -
                                                   ----------         ----------
                  Total liabilities                    5,488              5,619
                                                   ----------         ----------
Minority interests                                     2,635              2,649
                                                   ----------         ----------

Shareholders' equity:
  Common stock; par value US$0.001:               
  -   authorized - 49,000,000 shares 
      as of December 31, 1997 and
      1998
  -   outstanding and fully paid - 
      35,991,954 shares as of December
      31, 1997 and March 31, 1998                         36                 36
  Preferred stock, par value US$0.001:
  -   authorized - 1,000,000 shares as of 
      December 31, 1997 and 1998
  -   outstanding and fully paid - 
      100,000 shares as of December 31,
      1997 and 1998                                        - 
  Additional paid-in capital                          12,213             12,213
  Accumulated losses                                    (524)              (506)
  Cumulative translation adjustments                     (29)               (44)
                                                   -----------        ----------
        Total shareholders' equity                $   11,696         $   11,699
                                                   -----------        ----------
        Total liabilities, minority interests 
        and shareholders' equity                  $   19,819         $   19,967
                                                   ===========        ==========


            See Notes to Unaudited Consolidated Financial Statements




                                       3
<PAGE>
                                                          

                    OPAL TECHNOLOGIES, INC. AND SUBSIDIARIES
                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS


                                                       For the three months
                                                              ended
                                                            March 31,
                                              ----------------------------------
                                                   1998                1997
                                              -------------       --------------
                                                  US$`000            US$`000
                                              -------------       --------------
Net sales                                     $      440          $       412
Cost of goods sold                                  (220)                (142)
                                              -------------       --------------
   Gross profit                                      220                  270
Selling, general and administrative expenses        (216)                (197)
Interest expense                                     (36)                   -
Interest income                                        -                    1
Other expenses, net                                    -                    -
                                              -------------       --------------
   Loss before income taxes                          (32)                  74
Provision for income taxes                             -                    -
                                              -------------       --------------
   Profit (loss) before minority interests           (32)                  74
Minority interest                                     14                  (12)
                                              -------------       --------------
   Net income/(loss)                                 (18)                  62
                                              =============       ==============
Weighted Average Number of Shares Outstanding 35,991,954           13,591,964
Loss per common share                              (0.00)                0.00
                                              =============       ==============


            See Notes to Unaudited Consolidated Financial Statements

                                                   


                                       4
<PAGE>

                    OPAL TECHNOLOGIES, INC. AND SUBSIDIARIES
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
                                                                             For the three months ended
                                                                                      March 31,
                                                                        ---------------------------------
                                                                             1998               1997
                                                                        ---------------   ---------------
                                                                            US$`000            US$`000
                                                                        ---------------   ---------------
<S>                                                                      <C>               <C>    

Cash flow from operating activities
Net income/(losses)                                                             (18)             62
Adjustments to reconcile net income /(loss) to net cash provided by /
(used in) operating activities -
         Depreciation of property, machinery & equipment                         21              24
         Amortization of good will                                                3               2
         Amortization of licensing costs                                         12              13
         Minority interest                                                      (14)             12
(Increase)/Decrease in operating assets -
         Accounts receivable, net                                              (175)           (399)
         Prepayments, and other current assets                                   (9)            (99)
         Inventories, net                                                      (199)             31
Increase /(Decrease) in operating liabilities -
         Accounts payables                                                     (245)            172
         Accrued liabilities                                                    (98)            (37)
         Taxation payable                                                         -               -
         Non-current payable                                                   (177)              -
                                                                        ------------     -----------
              Net cash provided by/(used in) operating activities              (898)           (219)
                                                                        ------------     -----------
Cash flows from investing activities
Acquisition of property, machinery & equipment                                 (908)             (6)
(Advance to) Repayment from a shareholder                                        29               -
(Advance to) Repayment from a director                                            3              (5)
(Advance to) Repayment from a related company                                     -              90
                                                                        ------------     -----------
              Net cash provided by/(used in) investing activities              (876)             79
                                                                        ------------     -----------
Cash flows from financing activities
        Issuance of common shares                                                 -               -
        New loans from a shareholder                                              -             161
        New loans from PRC joint venture partner                                  1              (2)
        Net short-term bank loan                                                364               -
        Other loans                                                              24
        Repayment of loans from a shareholder
                                                                        ------------     -----------
              Net cash provided by/(used in) financing activities               389             159
                                                                        ------------     -----------
Effect of cumulative translation adjustments                                     15              46
Net increase / (decrease) in cash and bank deposits                          (1,370)             65
                                                                        ------------     -----------
Cash and bank deposits, as of beginning of period                             1,453              67
                                                                        ------------     -----------
Cash and bank deposits, as of end of period                                      83             132
                                                                        ============     ===========
</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, 1997 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, 1997.  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.   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  manufacture   and  production  of  organic   agricultural
     fertilizer.



                                       6
<PAGE>


ITEM 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS

Material Changes in Results of Operations

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

Net Sales.  Net sales for the three  months  ended March 31, 1998  increased  by
US$28,000 or 7% to US$440,000  from  US$412,000 for the three months ended March
31, 1997. This increase resulted from increased  production of liquid fertilizer
made possible by the new manufacturing facility.

Gross Profits. Gross profits for the three months ended March 31, 1998 decreased
by US$50,000 or 18% to US$220,000 from US$270,000 for the same period last year.
The gross  profit as a percent of sale for the three months ended March 31, 1998
dropped to 50% compared to 65% for the three  months  ended March 31, 1997.  The
decrease  in gross  profit  as a  percent  of sale is due to a  one-off  special
discount  from the supplier of a key raw  materials in the first quarter of 1997
which was not available in the current year.

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative  expenses for the three months ended March 31, 1998  increased by
US$19,000 or 10% to US$216,000 from US$197,000 for the  corresponding  period of
the prior year due to additional sales expenses and additional supervisory costs
associated with the dry fertilizer line now being installed.

Net Loss.  The net loss for the three months ended March 31, 1998 was  US$18,000
compared with net profit of US$62,000 for the corresponding  period of the prior
year.  The net loss is  attributable  to a  combination  of lower  gross  profit
margins,  higher  selling,  general  and  administrative  expenses  and a  small
increase in interest expense.

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  its  PRC
joint-venture partner, the sale of common stock and a bank loan. As of March 31,
1998, the Company had cash US$83,000 and working capital of  US$1,958,000.  This
compares with cash of US$132,000  and working  capital of US$858,000 as of March
31, 1997.

     Net cash used in operating activities increased to US$898,000 for the three
months ended March 31, 1998 from US$219,000 for the three months ended March 31,
1997.  This  increase  resulted  from an increase  in the loss from  operations,
accounts  receivable,  other assets and  inventories  and a decrease in accounts
payable, accrued liabilities and non-current payables.

     Net cash used in investing activities increased to US$876,000 for the three
months  ended March 31,  1997.  This  increase is  primarily  due to  additional
expenditures  for the acquisition of machinery and equipment which was partially
offset by an advance from a shareholder.

     Net cash provided by financing  activities  increased to US$389,000 for the
three  months  ended March 31, 1998 from  US$159,000  for the three months ended
March 31, 1997.  This increase is  attributable  to proceed from a bank loan and
other loans.

     The Company is currently  installing its solid  fertilizer  production line
and anticipates  having this line operational  during the third quarter of 1998.
The Company  anticipates that this will require  approximately  US$2,250,000 for
completion  of the solid  fertilizer  line and the  additional  working  capital
needed to operate  this line.  For this  purpose,  the  Company  has  arranged a
short-term loan from a related party. Apart from this loan, the Company does not
believe it will require  additional capital for the next twelve months unless it
accelerates its plan to build an additional facility.



                                       

                                       7
<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  January 16, 1998  reporting on the
               change in the Registrant's Certifying Accountant.



                                   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: May 15,  1998                           By:
                                                --------------------------------
                                                John K. C. Koon
                                                President and Chief Executive
                                                Officer



Dated: May 15, 1998                           By:
                                                --------------------------------
                                                Kenneth Poon
                                                Chief Financial Officer