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 June 30, 2000

                                       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)

                  Unit 2810, 28/F, Shun Tak Centre, West Tower,
                     200 Connaught Road, Central, Hong Kong
                 -----------------------------------------------
                    (Address of principal executive offices)

                                  852-2517-2674
                           ---------------------------
                           (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 August 15, 2000, 67,241,964 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 June 30, 2000 and
          December 31, 1999...............................................    3

          Consolidated Statements of Operations for the three months
          and six months ended June 30, 2000 and 1999.....................    5

          Consolidated Statements of Cash Flows for the six months ended
          June 30, 2000 and 1999..........................................    6

          Notes to Consolidated Financial Statements......................    7

ITEM 2.  Management's Discussion and Analysis or Plan of Operations.......    8

PART II - OTHER INFORMATION...............................................   10

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                    OPAL TECHNOLOGIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                                       June 30,     December 31,
                                                        2000           1999
                                                     -----------   -------------
                                                       US$`000        US$`000
                                                     -----------   -------------
ASSETS:
Current assets:
Cash and bank deposits                                     8,232            19
Accounts receivable, net                                     168           285
Due from a director                                            1             1
Prepayments and other current assets                         121           169
Inventories, net                                             933           954
                                                     ------------    ----------
Total current assets                                       9,455         1,428
Property, machinery and equipment, net                     7,950         8,045
Construction-in-progress                                   9,747         9,170
Licensing costs, net                                         776           803
Goodwill, net                                                161           166
Investment                                                 4,882         4,882
                                                     ============    ==========
Total assets                                              32,971        24,494
                                                     ============    ==========
LIABILITIES AND MINORITY INTERESTS AND
    SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings                                      4,417           870
Accounts payable                                           3,617         4,475
Accrued liabilities                                          389           584
Due to a director                                              7             7
Due to a related company                                       -            84
              Taxation payable                                38            38
                                                     ------------    ----------
Total current liabilities                                  8,468         6,058
Convertible bond                                          10,000             -
Long-term borrowings                                           -         2,053
Loan from PRC joint venture partner                          686           686
Loan from a shareholder                                    1,766         2,908
                                                     ------------    ----------
Total liabilities                                         20,920        11,705
                                                     ------------    ----------
Minority interests                                         1,774         1,955
Shareholders'equity:
Common stock; par value US$0.001:
-  authorized - 100,000,000 shares
as of December 31, 1999 and 200,000,000
shares as of June 30, 2000
-  outstanding and fully paid  - 60,991,964
shares as of December 31, 1999 and 67,241,964
shares as of June 30, 2000                                    67            61
Preferred stock, par value US$0.001:
-  authorized - 25,000,000 shares as of December
31, 1999 and June 30, 2000
-  outstanding and fully paid - 100,000 shares as
of December 31, 1999 and June 30, 2000                         0             0
Additional paid-in capital                                17,775        17,281
Accumulated losses                                        (7,525)       (6,475)
Cumulative translation adjustments                           (40)          (33)
                                                     ------------    ----------
Total shareholders' equity                                10,277        10,834
                                                     ------------    ----------
Total liabilities, minority interests and
shareholders' equity                                      32,971        24,494
                                                     ============    ==========




                 See Notes to Consolidated Financial Statements

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


                                                        For the three             For the six
                                                        months ended             months ended
                                                          June 30,                  June 30,
                                                  -----------------------     --------------------
                                                    2000           1999         2000        1999
                                                  ---------      --------     --------    --------
<S>                                               <C>            <C>          <C>         <C>

Net sales                                             25           184            57           214
Cost of goods sold                                   (14)         (130)          (37)         (145)
                                              -----------  ------------    -----------  ------------
Gross Profit                                          11            54            20            69
Selling, general and administrative expenses        (498)         (522)       (1,070)         (816)
Interest expense, net                               (116)          (64)         (181)         (116)
Other expenses, net                                    0             0             0             0
                                              -----------  ------------    -----------  ------------
Profit / (Loss) before income taxes                 (603)         (532)       (1,231)         (863)
Provision for income taxes                                                         0             0
                                                       0             0
                                              -----------  ------------    -----------  ------------
Profit (loss) before minority interests             (603)         (532)       (1,231)         (863)
Minority interest                                     98             0           181           151
                                              -----------  ------------    -----------  ------------
Net income / (loss)                                 (505)         (466)       (1,050)         (712)
                                              -----------  ------------    -----------  ------------
Profit / (loss) per common share                     .01           .01           .02           .02
                                              -----------  ------------    -----------  ------------
Average Weighted Shares Outstanding           67,241,964    42,241,964    67,241,964    42,241,964
                                              ===========  ============   ============  ============

</TABLE>


                                       4
<PAGE>

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

                                                     For the six months ended
                                                            June 30,
                                                  ------------------------------
                                                       2000             1999
                                                  ---------------    -----------
                                                      US$`000           US$`000
                                                  ---------------    -----------
Cash flow from operating activities
Net loss                                             (1,050)             (712)
Adjustments to reconcile net income /(loss) to
net cash in operating activities -
Depreciation of property, machinery & equipment          125                48
Amortization of licensing costs                           27                27
Amortization of good will                                  5                 5
Net loss on disposals of fixed assets                      4                 0
Minority interest                                      (181)             (151)
(Increase)/Decrease in operating assets -
Accounts receivable                                      117               (4)
Prepayments, and other current assets                     48              (22)
Inventories, net                                          21             (102)
Increase /(Decrease) in operating liabilities -
Accounts payables                                      (858)             (109)
Accrued liabilities                                    (195)                76
Taxation payable                                           0                 0
                                                  -----------    --------------
Net cash (used in) operating activities              (1,937)             (944)
                                                  -----------    --------------
Cash flows from investing activities
Acquisition of property, machinery & equipment         (615)              (66)
Proceeds from disposal of fixed assets                     4                 0
(Advance to) Repayment from a shareholder                  0                 0
(Advance to) Repayment from a director                     0                 4
(Advance to) Repayment from a related company           (84)                 5
                                                  -----------    --------------
Net cash (used in) investing activities                (695)              (57)
                                                  -----------    --------------
Cash flows from financing activities
Issuance of common stock                                 500               603
Issuance of convertible bond                          10,000                 0
Short-term borrowings                                  1,494                 0
Other loans                                                0               440
Loans from PRC joint venture partner                       0                 0
            Repayment of loans from a shareholder    (1,142)              (65)
                                                  -----------    --------------
Net cash provided by financing activities             10,852               978
                                                  -----------    --------------
Effect of cumulative translation adjustments             (7)                 0
Net increase in cash and bank deposits                 8,213              (23)
                                                  -----------    --------------
Cash and bank deposits, as of beginning of period         19               384
                                                  -----------    --------------
Cash and bank deposits, as of end of period            8,232               361
                                                  ===========    ==============



                 See Notes to Consolidated Financial Statements

                                       5
<PAGE>
                    OPAL TECHNOLOGIES, INC. AND SUBSIDIARIES
                              NOTES TO 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, 1999 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'  report on Form 10-KSB for the year ended  December 31, 1999.  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>


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,  general economic conditions, and changes in the assumptions used in
making such forward looking statements.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

Material Changes in Results of Operations

Three  Months  Ended June 30, 2000  Compared to the Three  Months Ended June 30,
1999.

Net Sales.  Net sales for the three  months  ended  June  30,2000  decreased  by
US$159,000 or 86.4% to US$25,000 from US$184,000 for the three months ended June
30,  2000.  This  decrease is  attributable  to a decrease in the sale of liquid
fertilizer  because of a lack of working capital.  No granular  fertilizers were
produced during either the three months ended June 30, 2000 or June 30, 1999.

Gross Profits.  Gross profits for the three months ended June 30,2000  decreased
by US$43,000 or 79.6% to US$11,000 from US$54,000 for the same period last year.
This  decrease is  attributable  to the  reduction  in sales.  Gross profit as a
percent of sales  rebounded  to 44% for the three  months  ended June 30,  2000,
compared to the  abnormally  low 29% for the  corresponding  period of the prior
year.  During the  corresponding  period of the prior  year,  gross  profit as a
percent of sales was  depressed  because of  discounted  promotional  sales made
during the Yunan Expo 99.

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative  expenses for the three  months ended June 30, 2000  decreased by
US$24,000 or 4.6% to US$498,000 from US$522,000 for the corresponding  period of
the prior year.  The decrease is  attributable  to better control on general and
administrative expenses.

Interest Expense, Net. Interest expense, net for the three months ended June 30,
2000  increased by  US$52,000  or 81.3% to  US$116,000  from  US$64,000  for the
corresponding  period of the prior  year.  This  increase  in  interest  expense
reflects  increased  borrowings by the Company to cover its net operating losses
and interest accrued on the convertible notes.

Net Loss. The net loss after accounting for the minority  interest for the three
months ended June 30, 2000 was  US$505,000  compared with net loss of US$466,000
for the corresponding  period of the prior year. The increase in the net loss is
attributable to reduced sales and higher  interest  charges which were offset by
higher gross profit,  margins and reduced  selling,  general and  administrative
expenses.

Six Months Ended June 30, 2000 Compared to the Six Months Ended June 30, 1999.

Net  Sales.  Net sales for the six  months  ended  June 30,  2000  decreased  by
US$157,000 or 73.4% to US$57,000  from  US$214,000 for the six months ended June
30, 2000.  This  decrease is  attributable  to a decrease in the sales of liquid
fertilizer  because of a lack of working  capital  and the lack of any  granular
fertilizer production.

Gross Profits. Gross profits for the six months ended June 30, 2000 decreased by
US$108,000 or 74.5% to US$37,000 from  US$145,000 for the same period last year.
This decrease is  attributable to a lack of granular  fertilizer  sales on which
there is a higher gross profit  margin.  Gross profit as a percent of sales were
35%  for  the  six  months  ended  June  30,  2000,  compared  to  32%  for  the
corresponding period of the prior year.

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative  expenses  for the six months  ended June 30, 2000  increased  by
US$254,000 or 31.1% to US$1,070,000 from US$816,000 for the corresponding period
of the prior year.  The increase is  attributable  to some unusual  expenditures
incurred by the Company during March 2000. These expenditures are related to our
sales office in Shanghai which were not provided for in the previous accounts.

Interest Expense,  Net. Interest expense,  net for the six months ended June 30,
2000  increased by  US$65,000 or 56.0% to  US$181,000  from  US$116,000  for the
corresponding  period of the prior  year.  This  increase  in  interest  expense
reflects  increased  borrowings by the Company to cover its net operating losses
and interest accrued on the convertible notes.

                                       7
<PAGE>

Net Loss. The net loss after  accounting  for the minority  interest for the six
months ended June 30, 2000 was US$1,050,000 compared with net loss of US$712,000
for the corresponding  period of the prior year. The increase in the net loss is
attributable  to reduced sales,  reduced gross profit  margins,  higher selling,
general and administrative expenses and increased interest charges.

     Following  the  issuance of the  convertible  notes,  the Company  hired an
independent  auditing  firm to evaluate the  Company,  its assets and review its
business  operation.  As a  result  of  this  review,  the  Company  is  holding
discussions with its auditors  concerning a possible  write-down or write-off of
certain of the Company's assets.  Therefore, the Company may incur a significant
charge in the quarter ended  September 30, 2000 from the write-down or write-off
of assets.

     As announced  earlier in June 2000,  the Company has  undergone a change in
management. The new management has put greater emphasis on cost control.

     The Company is  currently  assessing  the raw  materials  needed as well as
additional  equipment  required to begin  commercial  operations of the granular
facility.  The  Company  hopes  to begin  commercial  operation  at the  Beijing
facility during the quarter ended December 31, 2000. Until commercial production
begins, the Company will continue to incur net operating losses.

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 third party loans.
As of June 30,2000,  the Company had cash of US$8,232,000 and working capital of
$987,000.  This compares with cash of US$19,000 and a working capital deficit of
$6,499,000 as of December 31, 1999.

     Net cash used in operating  activities  increased to  US$1,937,000  for the
three months ended June 30,2000 from  US$944,000 for the three months ended June
30, 1999. This increase  resulted from an increase in the net operating loss and
a decrease in operating  liabilities  which were partially offset by an increase
in depreciation and a decrease in operating assets.

     Net cash provided by investing  activities  increased to US$695,000 for the
three months ended June 30, 2000 from US$57,000 used in investing activities for
the three  month  ended  June 30,  1999.  This  increase  in cash  flows used in
investing activities is attributable to increased expenditures for machinery and
equipment which was partially offset by an advance from a related company.

     Net cash provided by financing  activities  increased to US$10,852,000  for
the three months ended June 30, 2000 from  US$978,000 for the three months ended
June 30, 1999. This increase is principally  attributable  to the  US$10,000,000
received from the issuance of a convertible bond and the US$1,494,000 from other
short-term  borrowings  which were partially  offset by the repayment of certain
shareholder loans.

     With the  proceeds  from the  convertible  bond  and the  other  short-term
borrowings,  the Company  believes that is has sufficient  resources to fund its
operations and execute its current business plan.

                           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

              None

                                       8
<PAGE>


                                   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.


Dated: August 18, 2000                            By: /s/ Eric Cheng
                                                      --------------------------
                                                       Eric Cheng
                                                       President


Dated: August 18, 2000                            By: /s/ Edmund Au
                                                     ---------------------------
                                                       Edmund Au
                                                       Chief Financial Officer