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, 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) 2517-7674
                           ---------------------------
                           (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, 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 September 30, 2000 and
         December 31, 1999.................................................  3

         Consolidated Statements of Operations-for the three months
         and nine months ended September 30, 2000 and 1999.................  4

         Consolidated Statements of Cash Flows- for the nine months ended
         September 30, 2000 and 1999.......................................  5

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

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

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

<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                    OPAL TECHNOLOGIES, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                                                September 30,      December 31,
                                                   2000               1999
                                                -------------      -------------

                                                   US$'000            US$'000
                                                -------------      -------------

ASSETS
Current assets
       Cash and bank deposits                        8,042                 19
       Accounts receivable, net                         91                285
       Due from a director                               0                  1
       Prepayments and other current                    74                169
       assets
       Inventories, net                                986                954
                                                ------------       -------------

              Total current assets                   9,193              1,428

Property, machinery and
 equipment, net                                      7,981              8,045
Construction-in-progress                            10,837              9,170
Licensing costs, net                                   763                803
Goodwill, net                                          159                166
Investment                                           4,882              4,882
                                                ------------       -------------

              Total assets                          33,815             24,494
                                                ============       =============

LIABILITIES, MINORITY INTERESTS AND
   SHAREHOLDERS' EQUITY
Current liabilities:
       Short-term borrowings                         6,687               870
       Accounts payable                              2,785             4,475
       Accrued liabilities                             377               584
       Due to a director                                 7                 7
       Due to a related company                          -                84
       Taxation payable                                 38                38
                                                ------------       -------------

              Total current liabilities              9,894             6,058

              Convertible bond                      10,000                 -

              Long-term borrowings                       -             2,053

              Loan from PRC joint                      686               686
              venture partner

              Loan from shareholder                  1,766             2,908
                                                ------------       -------------

              Total liabilities                     22,346            11,705
                                                ------------       -------------

              Minority interests                     1,681             1,955
                                                ------------       -------------

        Shareholders' equity:
        Common stock, par value US$0.001:
       -authorized - 100,000,000 shares as of
        December 31, 1999 and September 30, 2000
       -outstanding and fully paid - 60,991,964
        shares as of December 31, 1999 and
        67,241,964 shares as of September 30, 2000     67                 61
       Preferred stock, par value
       US$0.001:
       -authorized - 25,000,000 shares as of
        December 31, 1999 and September 30, 2000
       -outstanding and fully paid-100,000 shares
        of December 31, 1999 and September 30, 2000    0                  0

       Additional paid in capital                 17,775             17,281
       Accumulated losses                         (8,015)            (6,475)
       Cumulative translation adjustments            (39)               (33)
                                                ------------       -------------

         Total shareholders' equity                9,788             10,834
                                                ============       =============

         Total liabilities,
         minority interest and shareholders'      33,815             24,494
         equity                                 ============       =============


            See Notes to Unaudited Consolidated Financial Statements

                                       3
<PAGE>

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

<TABLE>

                                                           For the three                 For the nine
                                                           months ended                  months ended
                                                           September 30                  September 30
                                                    --------------------------      -------------------------

                                                      2000              1999           2000            1999


                                                     US$'000          US$'000         US$'000         US$'000
                                                    --------        -----------     ------------    -----------
       <S>                                          <C>             <C>             <C>             <C>

              Net sales                                   0               54              57            268
              Cost of goods sold                          0              (26)            (37)          (171)
                                                     --------    --------------    --------------   ------------

       Gross profit                                       0               28              20             97
              Selling, general and administrative       449              345           1,519          1,161
              expenses                                  134               51             315            167
              Interest expenses, net                      0                0               0              0
              Other expenses, net                    --------    --------------    --------------   ------------

       Profit/(loss) before income taxes               (583)            (368)         (1,814)        (1,231)
              Provision for income taxes                  0                0               0              0
                                                     --------    --------------    --------------   ------------

       Profit / (loss) before minority interests      (583)             (368)         (1,814)        (1,231)
              Minority interest                         93                67             274            218
                                                    --------    --------------    --------------   ------------

       Net income / (loss)                           (490)              (301)         (1,540)        (1,013)
                                                    ========    ==============    ==============   ============

       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,
                                                                        ------------------------------------

                                                                            2000                    1999
                                                                        ----------              ------------
                                                                          US$`000                 US$`000
                                                                        -----------             ------------
          <S>                                                           <C>                      <C>

              Cash flow from operating activities

              Net income/(losses)                                           (1,540)                (1,013)
              Adjustments to reconcile net income /(loss) to net cash
              provided by /  (used in) operating activities -
           Depreciation of property, machinery & equipment                     188                     76
           Amortization of good will                                            40                     40
           Amortization of licensing costs                                       7                      8
           Minority interest                                                     4                      0
              (Increase)/Decrease in operating assets -
           Accounts receivable, net                                           (274)                  (219)
           Prepayments, and other current assets                               194                    (30)
           Inventories, net                                                     95                    (29)
              Increase /(Decrease) in operating liabilities -                  (32)                  (121)
           Accounts payables                                                (1,690)                  (363)
           Accrued liabilities                                                (207)                   108
           Taxation payable                                                      0                      0
                                                                        ------------           ------------

                Net cash provided by/(used in) operating activities         (3,215)                (1,543)
                                                                        ------------           ------------

                Cash flows from (used in) investing activities

                Acquisition of property, machinery & equipment              (1,799)                   (17)
              Proceeds from disposals of fixed assets                            4                      0
              (Advance to) Repayment from a shareholder                          0                      0
              (Advance to) Repayment from a director                             1                     10
              (Advance to) Repayment from a related company                    (84)                     5
                                                                        -----------            ------------

                Net cash used in investing activities                       (1,878)                    (2)
                                                                        ------------           ------------

                Cash flows from financing activities

         Issuance of common stock                                              500                      0
         Issuance of convertible bond                                       10,000                      0
         Short-term bank loan                                                3,764                    603
         Other loans                                                             0                    (63)
         Loans from PRC joint venture partner                                    0                      0
         Repayment of loans to a shareholder                                (1,142)                   648
                                                                        ------------           ------------

                Net cash provided by/(used in) financing activities
                                                                            13,122                 1,188
                                                                        ------------           ------------

                Effect of cumulative translation adjustments                    (6)                    0
                                                                        ------------           ------------

                Net increase / (decrease) in cash and bank deposits          8,023                  (357)

                Cash and bank deposits, as of beginning of period               19                   384
                                                                        ------------           ------------

                Cash and bank deposits, as of end of period                  8,042                   27
                                                                        ============           ============
</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, 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's  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>



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

Net Sales.  The Company  reported no sales for the three months ended  September
30, 2000, compared to $26,000 in sales for the corresponding period of the prior
year. This decrease  resulted because the Company shut down the Beijing facility
to make the  modifications  necessary and put in the required  additions to make
the facility capable of full production. Because of the historic lack of working
capital,  numerous problems developed which made production difficult.  With the
injection of capital,  these problems are being addressed so that production can
begin before the end of the calendar year. Under new management, sales personnel
have also been asked to establish an accurate  account of all prior sales with a
view to recovering receivables which were previously written off, or seek return
of the goods sold, as well as prepare to market the Company's  products when the
Beijing facility resumes operation.

Gross  Profits.  Because  there were no sales,  the  Company  produced  no gross
profits for the quarter.

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative  expenses for the three months ended September 30, 2000 increased
by US$104,000  or 30.1% to  US$449,000  from  US$345,000  for the  corresponding
period  of the  prior  year.  The  increase  is  primarily  attributable  to the
unusually low figure  reported for the  corresponding  period of the prior year.
When compared to the prior quarter ended June 30, 2000, the selling, general and
administrative expenses have declined by approximately 10% from US$498,000. This
decline reflects the on going cost control efforts of management.

Interest  Expense,  Net.  Interest  expense,  net for  the  three  months  ended
September 30, 2000 increased by US$82,000 or 162.7% to US$134,000 from US$51,000
for the  corresponding  period of the prior  year.  This  increase  in  interest
expense  reflects  increased  borrowings by the Company for  expenditures at our
Beijing  factory in preparation  for the  commencement  of production of granule
fertilizer by the year-end.  While the Company has been able to raise sufficient
working capital through the issuance of convertible  notes, the monies so raised
cannot be used to fund our Beijing  Joint  Venture  until the  Foreign  Exchange
Control  Office of China  approves  our  application  for an  increase  in share
capital. Until the necessary approval is granted, our Beijing Joint Venture will
continue  borrowing  in Reminbi  using our US dollar  deposit as  collateral  to
discharge its expenses,  thus resulting in heavy net interest expense due to the
spread  between the low US dollar  deposit rate and  relatively  higher  Reminbi
borrowing  rate. Once the necessary  approval for capital  increase is obtained,
the Company will be able to save on interest expense in the coming quarters.

Net Loss. The net loss after accounting for the minority  interest for the three
months  ended  September  30,  2000  was  US$490,000  compared  with net loss of
US$301,000 for the corresponding  period of the prior year.  Comparison to prior
year figure is not  meaningful as the Company did not generate any sales for the
current quarter.  However,  when compared to the previous  quarter,  the Company
reduced the net loss by 3% because of reductions in general expenditures.

                                       7
<PAGE>

Nine Months Ended September 30, 2000 Compared to the Nine Months Ended September
30, 1999.

Net Sales.  Net sales for the nine months ended  September 30, 2000 decreased by
US$211,000  or 78.7% to  US$57,000  from  US$268,000  for the nine months  ended
September 30, 2000.  This decrease is attributable to a decrease in the sales of
liquid  fertilizer  because  of a lack of  working  capital as well as a lack of
sales for the quarter ended September 30, 2000.

Gross  Profits.  Gross  profits for the nine  months  ended  September  30, 2000
decreased by US$77,000 or 79.4% to US$20,000  from US$97,000 for the same period
last year. This decrease is attributable to a lack of sales in the quarter ended
September 30, 2000.

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative  expenses for the nine months ended  September 30, 2000 increased
by US$358,000 or 30.8% to US$1,519,000  from  US$1,161,000 for the corresponding
period of the prior year. A substantial  portion of the increase is attributable
to non-recurring  expenditures incurred by the Company during March, 2000. These
expenditures  relate to our sales office in Shanghai which were not provided for
in the corresponding period of the prior year.

Interest Expense, Net. Interest expense, net for the nine months ended September
30, 2000 increased by US$148,000 or 88.6% to US$315,000  from US$167,000 for the
corresponding  period of the prior  year.  This  increase  in  interest  expense
reflects increased borrowings by the Company to fund expenditures at the Beijing
facility  prior to the approval of an increase in authorized  capital as well as
interest accrued on the convertible notes.

Net Loss. The net loss after  accounting for the minority  interest for the nine
months  ended  September  30, 2000 was  US$1,814,000  compared  with net loss of
US$1,213,000 for the corresponding period of the prior year. The increase in the
net  loss  is  attributable  to  reduced  sales,  higher  selling,  general  and
administrative expenses and increased interest charges.

In reporting  the results for the  quarterly  period  ended June 30,  2000,  the
Company  stated that it might be necessary to  write-down,  or write-off some of
its  assets  after  receiving  a report  from  Moores  Rowland,  an  independent
accounting firm hired by the new management to review the Company's  operations.
As a result of this report,  the Company has  conducted  extensive  negotiations
with the former Chief Executive  Officer of the Company to resolve issues raised
by the Moores Rowland reports. As a result of these  negotiations,  on September
29, 2000, the Company signed a Memorandum of Understanding  with the controlling
shareholder of the Company and other related parties involved. The spirit of the
Memorandum of Understanding  permits the Company to recover from the controlling
shareholder and other related  parties,  assets whose validity was questioned by
the  Moores  Rowland  report.  An  announcement  containing  the  terms  of  the
Settlement Deed was issued on November 2, 2000.

     Pursuant  to the  terms  of  the  Memorandum  of  Understanding,  a  formal
Settlement  Deedwas  executed which provides for the repayment to the Company of
$5.87  million  dollars  and  the  recision  of the  China  Can  Holdings,  Inc.
transaction.  The $5.87 million is being repaid by the  cancellation  of a $1.67
million dollar payable to a shareholder, the transfer of a fertilizer production
facility   located  in  Guizhou   Province  valued  at  $1.79  million  and  the
cancellation  of 4.83 million  shares of the Company's  common stock  previously
issued to the Bestalong Group, Inc. The China Can Holdings,  Inc. transaction is
being  recinded  by the  return  of the five (5)  million  shares  of China  Can
Holdings,  Inc. in exchange  for the  twenty-five  (25)  million  shares of Opal
Technologies,Inc.  All of the shares of the Company  common stock being returned
to the treasury will be cancelled.  This will reduce the issued and  outstanding
shares from 67,241,964 to 37,405,428 or a reduction of 44.3%.

                                       8
<PAGE>

     New management has discovered that there are more problems with the Beijing
Joint Venture than it had previously anticipated. However, significant resources
both in personnel and capital have been  dedicated to correcting the problems in
Beijing.  Because  of this  management  still  believes  that it will be able to
commence  production  of  granules  by the end of  December,  2000.

Changes in Financial  Condition,  Liquidity and Capital Resources

For the past nine  months,  the  Company has funded its  operations  and capital
requirements  with  temporary  bank  borrowings  secured by US dollars  deposits
raised through the issuance of the convertible  notes. As of September 30, 2000,
the Company had cash of US$8,042,000  and a working capital deficit of $701,000.
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$3,215,000  for the nine
months  ended  September  30, 2000 from  US$1,543,000  for the nine months ended
September 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$1,878,000 for the nine
months ended  September 30, 2000 from US$2,000 used in investing  activities for
the nine months ended  September  30, 1999.  This increase in cash flows used in
investing activities is attributable to increased expenditures for machinery and
equipment as well as an increase in advances to a related company.

Net cash provided by financing  activities  increased to  US$13,122,000  for the
nine months ended September 30, 2000 from US$1,188,000 for the nine months ended
September  30,  1999.   This  increase  is  principally   attributable   to  the
US$10,000,000  received  from  the  issuance  of  a  convertible  bond  and  the
US$3,764,000 from other short-term borrowings which were partially offset by the
partial repayment of a shareholder loan.

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

          10.1 Settlement Deed by and between Opal Technologies, Inc., Bestalong
               Group, Inc., Bestalong, Inc. and Koon King Chung, John

          27.1 Financial Data Schedule

     (b)  Reports on Form 8-K

                                       9
<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.


Date: November ___, 2000             By: /s/ Eric Cheng
                                        -----------------------------
                                         Eric Cheng
                                         President and Chief Executive Officer



Dated: November ___, 2000           By: /s/ Au Wah Edmond
                                       -------------------------------
                                         Au Wah Edmond
                                         Chief Financial Officer


                                       10