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, 1999

                                       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 December  15, 1999,  60,911,954  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 September 30, 1999 and
         December 31, 1998................................................  3

         Consolidated Statements of Operations-for the three months
         and nine months ended September 30, 1999 and 1998................  4

         Consolidated Statements of Cash Flows- for the nine months
         ended September 30, 1999 and 1998................................  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
                           CONSOLIDATED BALANCE SHEET
<TABLE>

                                                                     September 30, 1999   December 31, 1998
                                                                     -------------------  -----------------
                                                                          US$'000              US$'000
                                                                     -------------------  -----------------
<S>                                                                   <C>                  <C>

ASSETS
Current assets
Cash and bank deposits                                                           27               384
Accounts receivable, net                                                        319               289
Due from a related company                                                        -                 5
Prepayments and other current assets                                            177               148
Inventories, net                                                              1,285             1,164
                                                                     ---------------    --------------
Total current assets                                                          1,808             1,990
Property, machinery and equipment, net                                        8,467             8,454
Construction-in-progress                                                      7,647             7,719
Licensing costs, net                                                            816               856
Goodwill, net                                                                   168               176
Investment                                                                    5,040
                                                                     ---------------    --------------
Total assets                                                                 23,946            19,195
                                                                     ===============    ==============
LIABILITIES, MINORITY INTERESTS AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings                                                         3,013             2,473
Accounts payable                                                                399               762
Accrued liabilities                                                             408               300
Due to a director                                                                 8                 3
Taxation payable                                                                 38                38
                                                                     ---------------    --------------
Total current liabilities                                                     3,866             3,576
Non-current payable                                                           2,491             2,491
Loans from PRC joint venture partner                                            680               680
Loans from a shareholder                                                      2,504             1,856
                                                                     ---------------    --------------
Total liabilities                                                             9,541             8,603
                                                                     ---------------    --------------
Minority interests                                                            2,172             2,391
                                                                     ---------------    --------------
Shareholders' equity:
Common stock, par value US$0.001:
-   authorized - 49,000,000 shares as of December
    31, 1998 and September 30, 1999
-   outstanding and fully paid - 35,991,964 shares
    as of December 31, 1998 and September 30, 1999                              62                36
Preferred stock, par value US$0.001:
-   authorized - 1,000,000 shares as of December
    31, 1998 and September 30, 1999
-   outstanding and fully paid - 100,000 shares of
    December 31, 1998 and
September 30, 1999                                                                -                 -
Additional paid in capital                                                   17,325            12,306
Accumulated losses                                                          (5,102)           (4,089)
Cumulative translation adjustments                                             (52)              (52)
                                                                     ---------------    --------------
Total shareholders' equity                                                   12,233             8,201
                                                                     ---------------    --------------
Total liabilities, minority interest and shareholders' equity                23,946            19,195
                                                                     ===============    ==============
</TABLE>


            See Notes to Unaudited Consolidated Financial Statements

                                       3
<PAGE>


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

                                               For the three months ended      For the nine months ended
                                                      September 30                    September 30
                                               --------------------------      --------------------------
                                                 1999            1998              1999             1998
                                               --------        ----------      ----------         --------
                                                US$'000         US$'000           US$'000         US$'000
                                               --------        ----------      ----------         ---------
<S>                                            <C>             <C>             <C>               <C>

Net sales                                          54                31               268              847
Cost of goods sold                                (26)              (10)             (171)            (417)
                                               --------        ----------      ----------       ----------
Gross profit                                       28                21                97              430

Selling, general and administrative expenses     (345)             (250)           (1,161)            (717)
Interest expenses, net                            (51)              (41)             (167)            (120)
                                               --------        ----------      ----------       ----------
Profit/(loss) before income taxes                (368)             (270)           (1,231)            (407)

Provision for income taxes                          0                 0                 0                0
                                               --------        ----------      ----------       ----------
Profit / (loss) before minority interests        (368)             (270)           (1,231)            (407)

Minority interest                                  67                43               218               58
                                               --------        ----------      ----------       ----------
Net income / (loss)                              (301)             (227)           (1,013)            (349)
                                               ========        ==========      ==========       ==========
Profit/(loss) per common share                      0                 0                 0                0
                                               ========        ==========      ==========       ===========
</TABLE>

            See Notes to Unaudited Consolidated Financial Statements

                                       4
<PAGE>

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

<TABLE>

                                                                 For the nine months ended
                                                                       September 30,
                                                             --------------------------------
                                                                 1999               1998
                                                             -------------       ------------
                                                                US$`000             US$`000
                                                             -------------       -------------
<S>                                                          <C>                 <C>

Cash flow from operating activities
Net income/(losses)                                              (1,013)              (122)
Adjustments to reconcile net income /(loss) to net
cash provided by /
(used in) operating activities -
Depreciation of property, machinery & equipment                      76                 60
Amortization of good will                                            40                 27
Amortization of licensing costs                                       8                  5
Minority interest                                                  (219)               (15)
(Increase)/Decrease in operating assets -
Accounts receivable, net                                            (30)              (491)
Prepayments, and other current assets                               (29)               (40)
Inventories, net                                                   (121)              (149)
Increase /(Decrease) in operating liabilities -
Accounts payables                                                  (363)              (125)
Accrued liabilities                                                 108               (129)
Taxation payable                                                      0                  0
                                                            -------------      -------------
Net cash provided by/(used in) operating activities              (1,543)              (979)
                                                            -------------      -------------
Cash flows from (used in) investing activities
Acquisition of property, machinery & equipment                      (17)            (1,610)
(Advance to) Repayment from a shareholder                                              394
(Advance to) Repayment from a director                               20                  2
(Advance to) Repayment from a related company                         5                  0
                                                            -------------      -------------
Net cash provided by/(used in) investing activities                   8             (1,214)
                                                            -------------      -------------
Cash flows from financing activities
Short-term bank loan                                                603                592
Other loans                                                         (63)               145
Increase / (Decrease) in non-current payable                          0               (177)
Loans from PRC joint venture partner                                  0                  1
Loans from a shareholder                                            648                282
                                                            -------------      -------------
Net cash provided by/(used in) financing activities               1,178                843
                                                            -------------      -------------
Effect of cumulative translation adjustments                          0                 31
                                                            -------------      -------------
Net increase / (decrease) in cash and bank deposits                (357)            (1,319)
Cash and bank deposits, as of beginning of period                   384              1,453
                                                            -------------      -------------
Cash and bank deposits, as of end of period                          27                134
                                                            =============      =============

</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, 1998 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, 1998.  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.   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 OR PLAN OF OPERATIONS

This report contains  forward looking  statements  within the meaning of Section
27A of the  Securities Act of 1933, as amended and Section 21E of the Securities
Exchange Act of 1934,  as amended.  The  Company's  actual  results could differ
materially from those set forth on the forward looking statements as a result of
the risks set forth in a Company's  filings  with the  Securities  and  Exchange
Commission in general economic conditions and changes in the assumptions used in
making such forward looking statements.

Material Changes in Results of Operations

Three  Months  Ended  September  30,  1999  Compared to the Three  Months  Ended
September 30, 1998

Net Sales.  Net sales for the three months ended September 30, 1999 increased by
US$23,000  or 74.2% to  US$54,000  from  US$31,000  for the three  months  ended
September 30, 1998.  This  increase  reflects more normal levels of sales of the
Company's liquid  fertilizers.  The Company is currently not producing  granular
fertilizer because of a lack of working capital.

Gross  Profit.  Gross  profit for the three  months  ended  September  30,  1999
increased by US$7,000 or 33.3% to US$28,000 from US$21,000 for the corresponding
period of the prior year.  This  increase is  attributable  to increased  sales.
Gross profit as a percent of sales  declined to 51.9% for the three months ended
September 30, 1999 compared to 67.7% for the  corresponding  period of the prior
year. This decrease in gross profit  percentage is attributable to liquids which
have a lower profit margin being a higher percentage of total sales.

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative  expenses for the three months ended September 30, 1999 increased
by US$95,000 to US$345,000 from US$250,000 for the  corresponding  period of the
prior year. This increase  resulted from the Company adding additional sales and
administrative   personnel  in  anticipation  of  full  production  on  the  dry
fertilizer line.

Interest  Expense,  Net.  Interest  expense,  net for  the  three  months  ended
September 30, 1999  increased by US$10,000 or 24.4% to US$51,000  from US$41,000
for the  corresponding  period of the prior  year.  This  increase  in  interest
expense  reflects  increased  borrowings by the Company to finance the equipment
for the dry fertilizer line at the Beijing facility.

Net  Loss.  The net loss for the  three  months  ended  September  30,  1999 was
US$301,000  compared with a net loss of US$227,000 for the corresponding  period
of the prior  year.  The  increase  in net loss is  attributable  to lower gross
profit,  increased  selling,  general  and  administrative  expenses  and higher
interest charges.

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

Net Sales.  Net sales for the nine months ended  September 30, 1999 decreased by
US$579,000  or 68.4% to  US$268,000  from  US$847,000  for the nine months ended
September 30, 1998.  This  decrease  reflects more normal sales of the Company's
liquid  fertilizers and reduced sales of granulars  because of a lack of working
capital.

Gross  Profits.  Gross  profits for the nine  months  ended  September  30, 1999
decreased  by  US$333,000  or  77.4%  to  US$97,000  from   US$430,000  for  the
corresponding period of the prior year. This decrease is attributable to reduced
sales  volume.  Gross profit as a percent of sales was 36.2% for the nine months
ended September 30, 1999 compared to 50.8% for the  corresponding  period of the
prior year. This decrease in gross profit is attributable to a higher percentage
of  total  sales  which  have  a  lower  profit  margin.  Selling,  General  and
Administrative  Expenses.  Selling,  general and administrative expenses for the
nine  months  ended  September  30, 1999  increased  by  US$444,000  or 61.9% to
US$1,161,000  from  US$717,000 for the  corresponding  period of the prior year.
This  increase  resulted  from the adding  additional  sales and  administrative
personnel in anticipation of fall production on the dry fertilizer line.

Interest Expense, Net. Interest expense, net for the nine months ended September
30, 1999  increased  by $57,000  from net  interest  income of $120,000  for the
corresponding  period of the prior  year.  This  increase  in  interest  expense
reflects  increased  borrowings  by the Company to finance the equipment for the
dry fertilizer line at the Beijing facility.

Net  Loss.  The net  loss for the  nine  months  ended  September  30,  1999 was
US$1,013,000  compared with net loss of US$349,000 for the corresponding  period
of the prior year. The loss for the nine months ended September 30, 1999 was due
to lower gross profits,  increased selling general and  administrative  expense,
and higher interest charges.

Changes in Financial Condition, Liquidity and Capital Resources

     For the past  twelve  months,  the  Company  has funded its  operating  and
capital   requirements   with  loans  from  the  parent   company  and  its  PRC
joint-venture  partner and bank loan. As of September 30, 1999,  the Company had
cash of US$27,000 and a working capital deficit of  US$2,058,000.  This compares
with cash of US$384,000  and a working  capital  deficit of  US$1,586,000  as of
September 30, 1998.

     Net cash used in operating  activities  increased to  US$1,543,000  for the
nine months ended  September 30, 1999 from  US$979,000 for the nine months ended
September  30,  1998.  This  inecrease  resulted  from  an  increase  in the net
operating loss which was partially offset by a net increase in operating assets.

     Net cash from investing  activities  increased to US$8,000,000 for the nine
months ended September 30, 1999 from  US$1,214,000 for investing  activities the
corresponding  period of the prior year. This resulted from reduces purchases of
property machinery and equipment and no repayment of a shareholder loans.

     Cash flows from financing activities increased to US$1,178,000 for the nine
months ended September 30, 1999 from US$843,000 for the corresponding  period of
the prior year. The increase is attributable to a net increase in bank loans.

     To  provide  the  working  capital  to  operate  the new  organic  granular
fertilizer  line,  the Company  will be required to place  additional  equity or
develop additional lending sources.  Without the availability of such sources of
funds,  the Company  will be unable to begin  commercial  production.  While the
Company is currently  negotiating  with several banks in the PRC for funding and
other  parties in Hong Kong,  there is no  assurance  that such  funding will be
forthcoming,  or if forthcoming will be in sufficient  amount for the Company to
execute its business plan.

Year 2000 Issues

In the opinion of management, the Company does not believe that year 2000 issues
will have a material  impact on the Company's  business  result of operations or
financial condition.


                                       7
<PAGE>

                           PART II - OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K

     (a)  Exhibits

          27.1 Financial Data Schedule

                                   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: December 24, 1999             By: /s/ John K. C. Koon
                                        -------------------------------------
                                        John K. C. Koon
                                        President and Chief Executive Officer



Dated: December 24, 1999            By: /s/ Tammy Ho
                                        -------------------------------------
                                        Tammy Ho
                                        Chief Financial Officer