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, 1997

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

         For the transition period from               to               .
                                       ---------------  ---------------

                         Commission File No. 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                (IRS Employer Identification No.)
incorporation or organization)


         Suite 4704, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong
         --------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


                                  852-2541-1999
                           ---------------------------
                           (Issuer's telephone number)


                             Opal Technologies, Inc.
                     9025 South 700 West, Sandy, Utah 84070
--------------------------------------------------------------------------------
(Former  name,  former  address and former  fiscal year,  if changed  since last
report)


     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. Yes X No
                                                                      ---  ---

     As of  September 1, 1997,  24,991,954  shares of Common Stock of the issuer
were outstanding.

<PAGE>
                             OPAL TECHNOLOGIES, INC.

                                      INDEX


                                                                          Page
                                                                         Number
                                                                         ------

PART I - FINANCIAL INFORMATION

     Item 1. Financial Statements

          Unaudited Condensed Consolidated Balance Sheets -
          June 30, 1997 and December 31, 1996.........................      3

          Unaudited Condensed Consolidated Statements of Operations -
          For the three months and six months ended June 30, 1997
          and 1996....................................................      4

          Unaudited Condensed Consolidated Statements of Cash
          Flows - For the six months ended June 30, 1997 and 1996.....      5

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

     Item 2.  Management's Discussion and Analysis of Financial
              Condition and Results of Operations.....................      7

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

          SIGNATURES...................................................     9


                                        2
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                    OPAL TECHNOLOGIES, INC. AND SUBSIDIARIES
                      UNAUDITED CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>

                                                                        June 30      December 31
                                                                         1997           1996
                                                                    ------------     -----------
                                                                        US$`000        US$`000
                                                                    ------------     -----------
<S>                                                                     <C>            <C>
CURRENT ASSETS:
         Cash                                                           $ 1,522        $    67
         Accounts receivable                                              2,047            537
         Inventories                                                      1,109            835
         Due from related company/director                                    -             91
         Prepayments, etc.                                                   60             19
                                                                        -------        -------
                  Total current assets                                    4,738          1,549

Property, plant and equipment, net                                        8,933          8,788

Licensing costs, net                                                        930            962
Goodwill, net                                                               191            196
                                                                        -------        -------
                  Total assets                                           14,792         11,495
                                                                        =======        =======
LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
         Accounts Payable                                                   633            814
         Accrued Expenses                                                   300            188
                                                                        -------        -------
                  Total current liabilities                                 933          1,002

Loans from PRC joint venture                                                  -            122
Loans from parent company                                                 9,250          7,044
                                                                        -------        -------
                  Total liabilities                                      10,183          8,168
                                                                        -------        -------
Minority interest                                                         3,873          2,806
                                                                        -------        -------
Shareholder equity

         Common stock; $0.001 par value; 49,000,000 shares
         authorized, 13,591,964 issued and outstanding shares                14             14
         Preferred stock, $0.001 par value; 1,000,000 shares
         authorized, 100,000 issued and outstanding shares                    -              -
         Additional paid-in capital                                         989            989
         Cumulative translation adjustments                                 (71)           (49)
         Retained earnings                                                 (196)          (433)
                                                                        -------        -------
                   Total shareholders' equity                               736            521
                                                                        -------        -------
Total liabilities and shareholders' equity                              $14,792        $11,495
                                                                        =======        =======
</TABLE>


            See Notes to Unaudited Consolidated Financial Statements


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

<TABLE>
<CAPTION>

                                                       For the three months         For the six months
                                                              ended                         ended
                                                             June 30,                      June 30,
                                                       -----------------------     ------------------------
                                                          1997          1996          1997          1996
                                                       ----------    ----------    ----------    ----------
                                                        US$`000        US$`000      US$`000       US$`000
                                                       ----------    ----------    ----------    ----------
<S>                                                    <C>           <C>           <C>           <C>
Net Sales                                              $    1,449      $      -    $    1,938    $        -
Cost of Goods Sold                                           (950)            -        (1,217)            -
                                                       ----------    ----------    ----------    ----------
Gross Profit                                                  499             -           721             -
General and administrative expenses                          (227)          (37)         (443)          (59)
                                                       ----------    ----------    ----------    ----------
Income/(Loss) from continuing operations                      272           (37)          278           (59)
Loss from discontinuing operations                              -           (78)            -          (166)
                                                       ----------    ----------    ----------    ----------
        Income/(Loss) before minority interest                272          (115)          278          (225)
Minority interest                                             (54)            -           (41)            -
                                                       ----------    ----------    ----------    ----------
Net income/(loss)                                             218          (115)          237          (225)
                                                       ==========    ==========    ==========    ==========
Weighted Average Number of Shares Outstanding          13,591,964    13,591,964    13,591,964    13,591,964
                                                       ==========    ==========    ==========    ==========
Net Income (Loss) Per Share                                  0.02         (0.01)         0.02         (0.02)
                                                       ==========    ==========    ==========    ==========
</TABLE>


            See Notes to Unaudited Consolidated Financial Statements


                                        4
<PAGE>
                                              OPAL TECHNOLOGIES, INC.
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>

                                                                        For the six months ended
                                                                               June 30,
                                                                        ------------------------
                                                                         1997            1996
                                                                        -------         -------
                                                                        US$`000         US$`000
                                                                        -------         -------
<S>                                                                     <C>             <C>
Cash flow from operating activities

Net income/(loss)                                                       $   237         $  (225)
Adjustments to reconcile net income to net cash                               -               -
        provided by/(used in) operating activities                            -               -
        Depreciation of property, machinery & equipment                      40              26
        Amortization of good will                                             5               -
        Amortization of licensing costs                                      32               -
        Minority interest                                                 1,067               -
                                                                        -------         -------
                                                                        $ 1,381         $  (199)
(Increase)/Decrease in operating assets
        Inventories, net                                                   (274)           (291)
        Accounts receivable, net                                         (1,510)              9
        Prepayments, and other current assets                               (41)            (10)
        Due from related company                                             91               -
(Decrease)/Increase in operating liabilities
        Accounts payable                                                   (181)             (2)
        Accrued expenses                                                    112              19
                                                                        -------         -------
              Net cash provided by/(used in) operating activities       $  (422)        $  (474)
Cash flows from investing activities
Acquisition of property, machinery & equipment                             (185)           (479)
Effect of translation adjustment                                            (22)           (252)
                                                                        -------         -------
              Net cash provided by/(used in) investing activities       $  (207)        $  (731)
Cash flows from financing activities
        Increase in loans from related companies                          2,084           1,168
        Repayment of loans                                                    -             (25)
        Issuance of common shares                                             -              50
                                                                        -------         -------
              Net cash provided by/(used in) financing activities         2,084           1,193
Net increase/(decrease) in cash and bank deposits                         1,455             (12)
Cash and bank deposits as of beginning of period                             67              19
                                                                        -------         -------
Cash and bank deposits as of end of period                              $ 1,522         $     7
                                                                        =======         =======
</TABLE>


            See Notes to Unaudited Consolidated Financial Statements


                                        5
<PAGE>
                    OPAL TECHNOLOGIES, INC. AND SUBSIDIARIES
                         NOTE TO UNAUDITED CONSOLIDATED
                              FINANCIAL STATEMENTS


1.   The interim financial statements were prepared pursuant to the requirements
     for reporting on Form 10- QSB. 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,  1996.  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.   The  acquisition of two operating  companies 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 common stock and the issuance of Series A preferred stock.


                                        6
<PAGE>
MATERIAL CHANGES IN RESULTS OF OPERATIONS (US$`000)

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

Net Sales.  Net sales for the three  months  ended June 30,  1997  increased  by
$1,449 from $0 for the three months ended June 30,  1996.  This  increase is the
result  of  the  Company  beginning  the  commercial   production  and  sale  of
fertilizer.

Gross Profits.  Gross profits for the three months ended June 30, 1997 increased
by $499 from $0 for the three months ended June 30, 1996.  This  increase is the
result  of  the  Company  beginning  the  commercial   production  and  sale  of
fertilizer.

General and Administrative Expenses. General and administrative expenses for the
three  months  ended June 30, 1997  increased by $190 or 513.5% to $227 from $37
for the three  months  ended June 30,  1996.  This  increase  resulted  from the
Company  staffing its operations to begin the commercial  production and sale of
fertilizer.

Net Income.  Net income for the three  months  ended June 30, 1997  increased by
$333 to $218 from a loss of $115 for the three months ended June 30, 1996.  This
increase is the result of the Company  beginning the  commercial  production and
the sale of fertilizer. This increase is partially attributable to a loss of $78
from discounted operations in the corresponding period of the prior year and $54
of net income  attributable  to the  minority  interest.  There was no  minority
interest for the corresponding period of the prior year.

Six Months Ended June 30, 1997 Compared to the Six Months Ended June 30, 1996.

Net Sales.  Net sales for the six months ended June 30, 1997 increased by $1,938
from $0 for the six months ended June 30, 1996.  This  increase is the result of
the Company beginning the commercial production and sale of fertilizer.

Gross Profit.  Gross profits for the six months ended June 30, 1997 increased by
$ 721 from $0 for the six  months  ended June 30,  1996.  This  increase  is the
result  of  the  Company  beginning  the  commercial   production  and  sale  of
fertilizer..

General and Administrative Expenses. General and administrative expenses for the
six months ended June 30, 1997  increased by $387 or 655% to $443 from $59. This
increase  resulted  from the  Company  staffing  its  operations  to  begin  the
commercial production and sale of fertilizer.

Net Income.  Net income for the six months ended June 30, 1997 increased by $462
($503 before  minority  interest) to $237 from a loss of $225 for the six months
ended June 30, 1996.  This  increase is the result of the Company  beginning the
commercial  production  and trading of  fertilizer.  This  increase is partially
attributable to a loss of $166 from discounted  operations in the  corresponding
period of the prior  year and $41 of net  income  attributable  to the  minority
interest.  There was no minority  interest for the  corresponding  period of the
prior year.

Changes in Financial Condition, Liquidity and Capital Resource.

For the past twelve  months,  the Company has funded its  operations and capital
requirements with loans from an affiliated company and the sale of common stock.
As of June 30,  1997,  the  Company  had cash of $1,522 and  working  capital of
$3,805.

Net cash used in from operating  activities  decreased to $(422) from $(474) for
the six months ended June 30, 1997 and 1996, respectively. The decrease resulted
from  profitable  operations  but was offset by  increases  in  receivables  and
inventory and a decrease in accounts payable and accrued expenses.

Net cash used in  investing  activities  decreased to $(207) from $(731) for the
six months ended June 30, 1997 and 1996  respectively.  This  decrease  resulted
from less dollars being expended for the  acquisition of machinery and equipment
and less of an effect from translation adjustments.


                                        7
<PAGE>
Net cash  provided by financing  activities  increased to $2,084 from $1,193 for
the six months  ended June 30,  1997 and 1996,  respectively.  This  increase is
attributable to an increase in loans from a related company.

At June 30, 1997,  the Company had  long-term  debt of $9,250 all payable to the
parent  company.  It is  anticipated  that this debt will be converted to equity
during the quarter ended September 30, 1997.

On July 1, 1997 the Company issued 15,600,000 shares of common stock for $7,800.
These funds will be used for working  capital and the  acquisition of additional
property, plant and equipment and further acquisitions and investments. With the
capitalization  of the loan from its  affiliate  and the funds  from the sale of
shares,  the Company  believes it has  sufficient  working  capital for the next
twelve months.

New Production  Facilities:  On August 8, a new  production  facility in Beijing
under the  management  of the Company's  Beijing  joint-venture  subsidiary  was
commissioned.

The Joint-venture is also constructing  another production  facility in Beijing.
It is expected  that this new facility will be completed by the end of 1997 with
a  production  capacity  of  about  75,000  metric  tons of  organic  fertilizer
granules.


                                        8
<PAGE>
                           PART II - OTHER INFORMATION

     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.


Date: September 19, 1997                By:  /s/ illegible
                                           -------------------------------------
                                           John K. C. Koon
                                           President and Chief Executive Officer



Dated: September 19, 1997               By:  /s/ illegible
                                           -------------------------------------
                                           Kings Poon
                                           Chief Financial Officer


                                        9