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, 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 November  1, 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 March 31, 1999 and
             December 31, 1998................................................3

             Unaudited Consolidated Statements of Operations-for the three
             months ended March 31, 1999 and 1998.............................5

             Unaudited Consolidated Statements of Cash Flows-for the three
             months ended March 31, 1999 and 1998.............................6

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

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

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


                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                    OPAL TECHNOLOGIES, INC. AND SUBSIDIARIES
                      UNAUDITED CONSOLIDATED BALANCE SHEET


<TABLE>

                                                                      March 31,       December 31,
                                                                        1999             1998
                                                                    -------------    --------------
                                                                       US$`000          US$`000
                                                                    -------------    --------------
<S>                                                                <C>              <C>

ASSETS:
Current assets:
Cash and bank deposits                                                $       596    $        384
Accounts receivable, net                                                      219             289
Due from a related company                                                      -               5
Prepayments and other current assets                                          144             148
Inventories, net                                                            1,220           1,164
                                                                    --------------  --------------
Total current assets                                                        2,179           1,990
Property, machinery and equipment, net                                      8,456           8,454
Construction-in-progress                                                    7,776           7,819
Licensing costs, net                                                          843             856
Goodwill, net                                                                 173             176
                                                                    ==============  ==============
Total assets                                                               19,427          19,195
                                                                    ==============  ==============
LIABILITIES AND MINORITY INTERESTS AND
    SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings                                                       3,049           2,473
Accounts payable                                                              635             762
Accrued liabilities                                                           275             300
Due to a director                                                               -               3
              Taxation payable                                                 38              38
                                                                    --------------  --------------
Total current liabilities                                                   3,997           3,576
Non-current payable                                                         2,491           2,491
Loans from PRC joint venture partner                                          680             680
Loans from a shareholder                                                    1,999           1,856
                                                                    --------------  --------------
Total liabilities                                                           9,167           8,603
                                                                    --------------  --------------
Minority interests                                                          2,305           2,391
                                                                    --------------  --------------
Shareholders' equity:
Common stock; par value US$0.001:
-        authorized - 49,000,000 shares as of
         December 31, 1998 and March 31, 1999
-        outstanding and fully paid  - 35,991,954
         shares as of December 31, 1998 and March 31, 1999                     36             36
Preferred stock, par value US$0.001:
-        authorized - 1,000,000 shares as of December 31,
         1998 and 1999
-        outstanding and fully paid - 100,000 shares as of
         December 31, 1998 and March 31, 1999                                   -               -
Additional paid-in capital                                                 12,306          12,306
Accumulated losses                                                        (4,335)         (4,089)
Cumulative translation adjustments                                           (52)            (52)
                                                                    --------------  --------------
Total shareholders' equity                                             $    7,955    $      8,201
                                                                    --------------  --------------
Total liabilities, minority interests and shareholders' equity         $   19,427    $     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
                                                                   March 31,
                                                       -------------------------------
                                                            1999             1998
                                                       --------------    -------------
                                                           US$`000         US$`000
                                                       --------------    -------------
     <S>                                               <C>               <C>

       Net sales                                          $   30           $   440
       Cost of goods sold                                    (15)             (220)
                                                       --------------    -------------
       Gross profit                                           15               220
       Selling, general and administrative expenses         (294)             (216)
       Interest expense, net                                 (52)              (36)
       Other expenses, net                                     -
                                                       --------------    -------------
       (Loss) before income taxes                            331               (32)
       Provision for income taxes                              -                 -
                                                       --------------    -------------
       Profit (loss) before minority interests              (331)              (32)
       Minority interest                                      85                14
                                                       --------------    -------------
       Net income/(loss)                                    (246)             (18)
                                                       ==============    =============
       Profit/ (loss) per common share                         -                -
                                                       ==============    =============
</TABLE>

            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,
                                                                ------------------------------
                                                                    1999            1998
                                                                --------------    ------------
                                                                  US$`000           US$`000
                                                                --------------    ------------
<S>                                                             <C>               <C>

Cash flow from operating activities
Net income/(losses)                                                  (246)            (18)
Adjustments to reconcile net income /(loss) to
net cash provided by / (used in) operating activities -
Depreciation of property, machinery & equipment                          7              21
Amortization of good will                                               14              12
Amortization of licensing costs                                          3               3
Minority interest                                                     (85)            (14)
(Increase)/Decrease in operating assets -
Accounts receivable, net                                                70           (174)
Prepayments, and other current assets                                    4             (9)
Inventories, net                                                      (56)           (199)
Increase /(Decrease) in operating liabilities -
Accounts payables                                                    (127)           (245)
Accrued liabilities                                                   (25)            (98)
Taxation payable                                                         -
                                                                -----------    ------------
Net cash provided by/(used in) operating activities                  (441)           (721)
                                                                -----------    ------------
Cash flows from investing activities
Acquisition of property, machinery & equipment                        (66)           (908)
(Advance to) Repayment from a shareholder                                               29
(Advance to) Repayment from a director                                 (3)               3
(Advance to) Repayment from a related company                            5               -
                                                                -----------    ------------
Net cash provided by/(used in) investing activities                   (64)           (876)
                                                                -----------    ------------
Cash flows from financing activities
Short-term bank loan                                                   603             364
Other loans                                                           (29)              24
            Increase/(Decrease) in non-current payable                   -           (177)
            Loans from PRC joint venture partner                         -               1
Loans from a shareholder                                               143               -
                                                                -----------    ------------
Net cash provided by/(used in) financing activities                    717             212
                                                                -----------    ------------
Effect of cumulative translation adjustments                             -              15
Net increase / (decrease) in cash and bank deposits                    212         (1,370)
                                                                -----------    ------------
Cash and bank deposits, as of beginning of period                      384           1,453
                                                                -----------    ------------
Cash and bank deposits, as of end of period                            596              83
                                                                ===========    ============
</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.   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>

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 March 31, 1999  Compared to the Three Months Ended March 31,
1998.

Net Sales.  Net sales for the three  months  ended March 31, 1999  decreased  by
US$410,000  or 93.2% to  US$30,000  from  US$440,000  for the three months ended
March 31, 1998. This decrease is due to the limited  operation of the fertilizer
facility  because of a lack of working  capital  and the  production  of samples
which were given to potential customers to promote future business.

Gross Profits. Gross profits for the three months ended March 31, 1999 decreased
by US$205,000  or 93.2% to US$15,000  from  US$220,000  for the same period last
year. This decrease is attributable to decreased sales volume. Gross profit as a
percent of sales was 50.0% for the three months ended March 31, 1999,  identical
to the for the corresponding period of the prior year.

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative  expenses for the three months ended March 31, 1999  increased by
US$78,000 or 36.1% to US$294,000 from US$216,000 for the corresponding period of
the prior year. The increase is principally attributable to an increase in sales
expenses because of higher promotion costs.

Interest Expense,  Net.  Interest expense,  net for the three months ended March
31, 1999  increased by US$16,000 or 44.4% to US$52,000  from  US$36,000  for the
corresponding  period of the prior  year.  This  increase  in  interest  expense
reflects increased borrowings by the Company.

Net Loss.  The net loss for the three months ended March 31, 1999 was US$246,000
compared  with net loss of US$18,000 for the  corresponding  period of the prior
year. The increase in the net loss is  attributable  to decreased  sales volume,
higher selling, general and administrative expenses and higher interest charges.

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,  its PRC joint-venture
partner  and a bank  loan.  As of  March  31,  1999,  the  Company  had  cash of
US$596,000 but a working capital  deficit of 1,818,000.  This compares with cash
of US$83,000 and a working capital deficit of US$1,958,000 as of March 31, 1998.

     Net cash used in operating activities decreased to US$441,000 for the three
months ended March 31, 1999 from US$721,000 for the three months ended March 31,
1998. This decrease  resulted mainly from a decrease in accounts  receivable,  a
decrease in inventories  and a smaller  decrease in accrued  liabilities,  which
were partially offset by the increase in the net loss.

                                       7
<PAGE>

     Net cash used in investing  activities decreased to US$64,000 for the three
months ended March 31, 1999 from  US$876,000 for the three month ended March 31,
1998.  This  increase  is  entirely  attributable  to reduced  expenditures  for
machinery and equipment .

     Net cash provided by financing  activities  increased to US$717,000 for the
three  months  ended March 31, 1999 from  US$212,000  for the three months ended
March 31, 1998.  This  increase is  principally  attributable  to an increase in
short term  borrowings a loan from a shareholder and the fact that there were no
repayments of shareholder loans during the three months ended March 31, 1999.

     To provide for its working  capital needs for the next twelve  months,  the
Company will require  substantial  additional  equity or lending sources without
which the Company will be unable to meet 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.


                                       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

          None


                                   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: December 22, 1999        By:  /s/ John K.C. Koon
                                     -------------------------------------
                                     John K. C. Koon
                                     President and Chief Executive Officer



Dated: December 22, 1999        By: /s/ Tammy Ho
                                    --------------------------------------
                                    Tammy Ho
                                    Chief Financial Officer