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, 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)

         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 June 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 March 31, 2000 and
      December 31, 1999...................................................... 3

      Consolidated Statements of Operations-for the three months ended
      March 31, 2000 and 1999................................................ 5

      Consolidated Statements of Cash Flows-for the three months ended
      March 31, 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


                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                    OPAL TECHNOLOGIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                                          March 31, December 31,
                                                            2000       1999
                                                         ---------   ---------
                                                          US$`000     US$`000
                                                         ---------   ---------
ASSETS:
Current assets:
Cash and bank deposits                                      2,629            19
Accounts receivable, net                                      164           285
Due from a director                                             -             1
Prepayments and other current assets                          134           169
Inventories, net                                              935           954
                                                          ---------    ---------
Total current assets                                        3,862         1,428
Property, machinery and equipment, net                      8,049         8,045
Construction-in-progress                                    9,115         9,170
Licensing costs, net                                          790           803
Goodwill, net                                                 163           166
Investment                                                  4,882         4,882
                                                          =========    =========
Total assets                                               26,861        24,494
                                                          =========    =========
LIABILITIES AND MINORITY INTERESTS AND
    SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings                                       4,052           870
Accounts payable                                            1,769         4,475
Accrued liabilities                                         2,970           584
Due to a director                                               7             7
Due to a related company                                        -            84
              Taxation payable                                 38            38
                                                          ---------    ---------
Total current liabilities                                   8,836         6,058
Non-current payable                                         2,415
Loans from PRC joint venture partner                          686           686
Loans from a shareholder                                    2,275         2,908
                                                          ---------    ---------
Total liabilities                                          14,212        11,705
                                                          ---------    ---------
Minority interests                                          1,872         1,955
                                                          ---------    ---------
Shareholders' equity:
Common stock; par value US$0.001:
-   authorized - 100,000,000 shares as of
December 31, 2000 and 200,000,000 shares as of
March 31, 2000                                                67            61
-   outstanding and fully paid  - 60,991,964 shares
as of December 31, 1999 and 67,241,964 shares as of
March 31, 1999 Preferred stock, par value US$0.001:
-   authorized - 25,000,000 shares as of December 31,
1999 and March 31, 2000
-        outstanding and fully paid - 100,000 shares as
of December 31, 1999                                            -             -
and March 31, 2000                                         17,775        17,281
Additional paid-in capital                                 (7,021)       (6,475)
Accumulated losses                                            (44)          (33)
Cumulative translation adjustments
                                                          ---------    ---------
Total shareholders' equity                                 10,777        10,834
                                                          ---------    ---------
Total liabilities, minority interests and shareholders'
equity                                                     26,861        24,494
                                                          =========    =========

                 See Notes to Consolidated Financial Statements
                                       3
<PAGE>

                    OPAL TECHNOLOGIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                        For the three months
                                                              ended
                                                             March 31,
                                                     -------------------------
                                                        2000            1999
                                                     ----------   -----------
                                                      US$`000      US$`000
                                                     -----------  -----------
       Net sales                                            32           30
       Cost of goods sold                                  (23)         (15)
                                                     -----------  -----------
       Gross profit                                          9           15
       Selling, general and administrative expenses       (572)        (294)
       Interest expense, net                               (65)         (52)
       Other expenses, net
                                                     -----------  -----------
       Profit / (Loss) before income taxes                (628)        (331)
       Provision for income taxes                            0            0
                                                     -----------  -----------
       Profit (loss) before minority interests            (628)        (331)
       Minority interest                                    83           85
                                                     -----------  -----------
       Net income/(loss)                                  (545)        (246)
                                                     ===========  ===========
       Profit/ (loss) per common share                       0            0
                                                     ===========  ===========

                 See Notes to Consolidated Financial Statements

                                       4
<PAGE>


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

                                                              For the three months ended
                                                                      March 31,
                                                           ------------------------------
                                                              2000                1999
                                                           -----------       ------------
                                                            US$`000              US$`000
                                                           -----------       ------------
<S>                                                         <C>              <C>

Cash flow from operating activities
Net income/(losses)                                            (545)             (246)
Adjustments to reconcile net income /(loss)
to net cash provided by /
(used in) operating activities -
Depreciation of property, machinery & equipment                  62                 7
Amortization of licensing costs                                  13                 3
Amortization of good will                                         3                14
Minority interest                                               (83)              (85)
(Increase)/Decrease in operating assets -
Accounts receivable, net                                        121                70
Prepayments, and other current assets                            35                 4
Inventories, net                                                 19               (56)
Increase /(Decrease) in operating liabilities -
Accounts payables                                            (2,706)             (127)
Accrued liabilities                                           2,386               (25)
Taxation payable                                                  0                 0
                                                        -------------        ------------
Net cash provided by/(used in) operating activities            (695)             (441)
                                                        -------------        ------------
Cash flows from investing activities
Acquisition of property, machinery & equipment                  320               (66)
(Advance to) Repayment from a shareholder                         0                 0
(Advance to) Repayment from a director                            1                (3)
(Advance to) Repayment from a related company                    84                 5
                                                        -------------        -----------
Net cash provided by/(used in) investing activities             405               (64)
                                                        -------------        -----------
Cash flows from financing activities
Short-term borrowings                                         3,182               603
Other loans                                                       0               (29)
            Increase/(Decrease) in non-current payable          362                 0
            Loans from PRC joint venture partner                  0                 0
Loans from a shareholder                                       (633)              143
                                                        -------------        -----------
Net cash provided by/(used in) financing activities           2,911               717
                                                        -------------        -----------
Effect of cumulative translation adjustments                    (11)                0
Net increase / (decrease) in cash and bank deposits           2,610               212
                                                        -------------        -----------
Cash and bank deposits, as of beginning of period                19               384
                                                        -------------        -----------
Cash and bank deposits, as of end of period                   2,629               596
                                                        =============        ===========

</TABLE>

                 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'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>

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,  2000Compared  to the Three Months Ended March 31,
1999.

Net Sales.  Net sales for the three  months  ended March 31, 2000  increased  by
US$2,000 or 6.67% to US$32,000  from  US$30,000 for the three months ended March
31, 1999.  This increase is  attributable  to a slight  increase in the sales of
liquid  fertilizers.  No granular  fertilizers were sold during the three months
ended March 31, 2000.

Gross Profits. Gross profits for the three months ended March 31, 2000 decreased
by  US$6,000 or 40% to US$9,000  from  US$15,000  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 was
28.1%  for the  three  months  ended  March 31,  2000,  compared  to 50% 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, 2000  increased by
US$278,000 or 94.5% to US$572,000 from US$294,000 for the  corresponding  period
of the prior year. The increase is  attributable to an increase in the promotion
expenses for the Kunming Expo 99 and other  related  administrative  expenses in
expectation of the production of 100,000 MT of organic granules.

Interest Expense,  Net.  Interest expense,  net for the three months ended March
31, 2000  increased  by US$13,000 or 25% to  US$65,000  from  US$52,000  for the
corresponding  period of the prior  year.  This  increase  in  interest  expense
reflects increased borrowings by the Company.

Net Loss. The net loss after accounting for the minority  interest for the three
months ended March 31, 2000 was US$545,000  compared with net loss of US$246,000
for the corresponding  period of the prior year. The increase in the net loss is
attributable   to  a  reduced  gross  profit,   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,  2000,  the  Company  had  cash of
US$2,629,000  but a working  capital  deficit of $4,974,000.  This compares with
cash of US$19,000 and a working  capital  deficit of US$4,630,000 as of December
31, 1999.

     Net cash used in operating activities increased to US$695,000 for the three
months ended March 31, 2000 from US$441,000 for the three months ended March 31,
1999.  This increase  resulted from an increase in the net operating  loss and a
decrease in operating  liabilities  which were partially offset by a decrease in
operating assets.

                                       7
<PAGE>

     Net cash provided by investing  activities  increased to US$405,000 for the
three months ended March 31, 2000 from  US$64,000  used in investing  activities
for the three  month  ended  March 31,  1999.  This  increase in cash flows from
investing  activities is attributable to reduced  expenditures for machinery and
equipment and repayment of funds from a related party.

     Net cash provided by financing activities increased to US$2,911,000 for the
three  months  ended March 31, 2000 from  US$717,000  for the three months ended
March 31, 1999.  This  increase is  principally  attributable  to an increase in
short term borrowings and in non current  payables which was partially offset by
repayment of a shareholder loan.

     Subsequent  to the end of the calendar  quarter,  the Company  received the
proceeds from a US$10 million  dollar loan.  With the proceeds of this loan, the
Company  has  sufficient  operations  to fund its  operations  and  execute  its
business plan for the next twelve months.

                           PART II - OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K

     (a)  Exhibits

          10.1 Loan Agreement
          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: June 7, 2000                            By:   /s/ John K.C. Koon
                                                  ------------------------------
                                                     John K. C. Koon
                                                     President


Dated: June 7, 2000                            By:  /s/ Tammy Ho
                                                  ------------------------------
                                                    Tammy Ho
                                                    Chief Financial Officer

                                       9