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, 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 December  15, 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 June 30, 1999 and
         December 31, 1998.................................................. 3

         Consolidated Statements of Operations-for the three months
         and six months ended June 30, 1999 and 1998........................ 4

         Consolidated Statements of Cash Flows-for the three months
         and six months ended June 30, 1999 and 1998........................ 5

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

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

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


                                       2
<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                    OPAL TECHNOLOGIES, INC. AND SUBSIDIARIES
                      UNAUDITED CONSOLIDATED BALANCE SHEET
<TABLE>

                                                                  June 30, 1999   December 31, 1998
                                                                 ---------------  ------------------
                                                                     US$'000           US$'000
                                                                 ---------------  ------------------
<S>                                                              <C>               <C>

ASSETS
Current assets
Cash and bank deposits                                                    361               384
Accounts receivable, net                                                  293               289
Due from a related company                                                  -                 5
Prepayments and other current assets                                      170               148
Inventories, net                                                        1,266             1,164
                                                                 -------------    --------------
Total current assets                                                    2,090             1,990
Property, machinery and equipment, net                                  8,435             8,454
Construction-in-progress                                                7,756             7,719
Licensing costs, net                                                      830               856
Goodwill, net                                                             171               176
                                                                 -------------    --------------
Total assets                                                           19,282            19,195
                                                                 =============    ==============
LIABILITIES, MINORITY INTERESTS AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings                                                   3,013             2,473
Accounts payable                                                          653               762
Accrued liabilities                                                       376               300
Due to a director                                                           7                 3
Taxation payable                                                           38                38
                                                                 -------------    --------------
Total current liabilities                                               4,087             3,576
Non-current payable                                                     2,491             2,491
Loans from PRC joint venture partner                                      680               680
Loans from a shareholder                                                2,296             1,856
                                                                 -------------    --------------
Total liabilities                                                       9,554             8,603
                                                                 -------------    --------------
Minority interests                                                      2,240             2,391
Shareholders' equity:
Common stock, par value US$0.001:
-   authorized - 49,000,000 shares as of December
    31, 1998 and June 30, 1999
-   outstanding and fully paid - 35,991,964 shares
    as of December 31, 1998 and June 30, 1999                              36                36
Preferred stock, par value US$0.001:
-   authorized - 1,000,000 shares as of December
    31, 1998 and June 30, 1999
-   outstanding and fully paid - 100,000 shares of
    December 31, 1998 and June 30, 1999                                     -                 -
Additional paid in capital                                             12,306            12,306
Accumulated losses                                                    (4,802)           (4,089)
Cumulative translation adjustments                                       (52)              (52)
                                                                 -------------    --------------
Total shareholders' equity                                              7,488             8,201
                                                                 -------------    --------------
Total liabilities, minority interest and shareholders' equity          19,282            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     For the six months ended
                                                        June 30                         June 30
                                               --------------------------    -------------------------
                                                   1999           1998          1999           1998
                                               -----------    -----------    ----------     ----------
                                                  US$'000        US$'000      US$'000         US$'000
                                               -----------    -----------    ----------     -----------
<S>                                           <C>             <C>            <C>            <C>

Net sales                                             184          376          214             816
Cost of goods sold                                   (130)        (187)        (145)           (407)
                                               -----------    -----------    ----------     -----------
Gross profit                                           54          189           69             409

Selling, general and administrative expenses         (522)        (251)        (816)           (467)
Interest expenses, net                                (64)         (43)        (116)            (79)
Other expenses, net                                                                               0
                                               -----------    -----------    ----------     ------------
Profit/Loss before income taxes                      (532)        (105)        (863)           (137)

Provision for income taxes                              -            -            0              15
                                               -----------    -----------    ----------     ------------
Profit / (loss) before minority interests            (532)        (105)        (863)           (137)

Minority interest                                       -            1          151              15
                                               -----------    -----------    ----------     ------------
Net income / (loss)                                  (466)        (104)        (712)           (122)
                                               ===========    ===========    ==========     ============
Loss per common share                                (.01)            0        (.02)              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 six months ended
                                                                         June 30,
                                                                ---------------------------
                                                                   1999            1998
                                                                -----------      ----------
                                                                 US$`000          US$`000
                                                                -----------      ----------
<S>                                                             <C>              <C>

Cash flow from operating activities
Net income/(losses)                                                (712)            122)
Adjustments to reconcile net income /(loss) to net cash
provided by / (used in) operating activities -
Depreciation of property, machinery & equipment                      48              60
Amortization of good will                                            27              27
Amortization of licensing costs                                       5               5
Minority interest                                                  (151)            (15)
(Increase)/Decrease in operating assets -
Accounts receivable, net                                             (4)           (491)
Prepayments, and other current assets                               (22)            (40)
Inventories, net                                                   (102)           (149)
Increase /(Decrease) in operating liabilities -
Accounts payables                                                  (109)           (125)
Accrued liabilities                                                  76            (129)
Taxation payable                                                      -               -
                                                               ----------      ----------
Net cash provided by/(used in) operating activities                (944)           (979)
                                                               ----------      ----------
Cash flows from investing activities
Acquisition of property, machinery & equipment                      (66)         (1,610)
(Advance to) Repayment from a shareholder                                           394
(Advance to) Repayment from a director                                4               2
(Advance to) Repayment from a related company                         5               -
                                                               ----------      ----------
Net cash provided by/(used in) investing activities                 (57)         (1,214)
                                                               ----------      ----------
Cash flows from financing activities
Issuance of common shares                                           603             592
New loans from a shareholder                                        (65)            145
New loans from PRC joint venture partner                              0            (177)
Net short-term bank loan                                              0               1
Other loans                                                         440             282
                                                               ----------      ----------
Net cash provided by/(used in) financing activities                 978             843
                                                               ----------      ----------
Effect of cumulative translation adjustments                          0              31
                                                               ----------      ----------
Net increase / (decrease) in cash and bank deposits                 (23)         (1,319)
Cash and bank deposits, as of beginning of period                   384           1,453
                                                               ----------      ----------
Cash and bank deposits, as of end of period                         361             134
                                                               ==========      ==========
</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.   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 OR PLAN OF OPERATIONS

The following  should be read in  conjunction  with the  consolidated  financial
statements and notes thereto.

Material Changes in Results of Operations

Three  Months  Ended June 30, 1999  Compared to the Three  Months Ended June 30,
1998

Net Sales.  Net sales for the three  months  ended June 30,  1998  decreased  by
US$192,000 or 51% to US$184,000 from US$376,000 for the corresponding  period of
the prior year. This decrease is due to the limited operations 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 Profit. Gross profit for the three months ended June 30, 1999 decreased by
US$145,000 or 76.7% to US$54,000 from US$189,000 for the corresponding period of
the prior year.  This decrease  resulted from a decline in sales and an increase
in cost of goods sold as a percentage of sales. Cost of goods sold were 70.7% of
sales for the three months ended June 30, 1999, a significant  increase from the
49.7% for the  corresponding  period of the prior year.  This increase  resulted
from the Company's  producing,  a large  quantity of samples which were given to
prospective customers.

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative  expenses for the three  months ended June 30, 1999  increased by
US$271,000 or 108% to US$522,000 from US$251,000 for the corresponding period of
the prior year. This increase  resulted from the Company hiring additional sales
and  administrative  staff in  anticipation  of full  production  of the Beijing
facility. Unfortunately, full production did not occur because the Chinese joint
venture partners were unable to obtain the working capital  necessary to operate
the facility.

Interest Expense.  Interest expense increased by US$21,000 or 48.8% to US$64,000
for the three months ended June 30, 1998 from  US$43,000  for the  corresponding
period of the prior year. This increase  resulted from additional  borrowings to
finance the machinery and equipment for the dry fertilizer line.

Net Loss. Because of the foregoing, the net loss for the three months ended June
30,  1999  was  US$466,000  compared  with  net  income  of  US$104,000  for the
corresponding period of the prior year.

Six Months Ended June 30, 1999 Compared to the Six Months Ended June 30, 1998.

Net  Sales.  Net sales for the six  months  ended  June 30,  1999  decreased  by
US$602,000 or 73.8% to US$214,000  from US$816,000 for the six months ended June
30,  1998.  This  decrease is due to the limited  operations  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.


                                       7
<PAGE>

Gross Profits. Gross profits for the six months ended June 30, 1999 decreased by
US$340,000 or 83% to US$69,000  from  US$409,000  for the same period last year.
This  decrease  resulted  both from the  decline in net sales and an increase in
cost of goods sold as a percentage  of sales.  Cost of goods sold  totalled were
67.8% of sales for the six months  ended June 30, 1999  compared  with 49.9% for
the  corresponding  period of the prior year.  This  increase  resulted from the
Company producing samples which were given to prospective customers.

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative  expenses  for the six months  ended June 30, 1999  increased  by
US$349,000 or 75% to US$816,000 from US$467,000 for the corresponding  period of
the prior year. This increase is  attributable to the Company hiring  additional
sales and administrative staff in anticipation of full production of the Beijing
facility. Unfortunately, full production did not occur because the Chinese joint
venture partners were unable to obtain the working capital  necessary to operate
the facility.

Interest Expense. Interest expense increased by US$37,000 or 46.8% to US$116,000
for the six months  ended June 30,  1999 from  US$79,000  for the  corresponding
period of the prior year.  This increase  resulted from increased  borrowings to
finance machinery and equipment for the dry fertilizer line.

Net Loss.  Because of the foregoing,  the net loss for the six months ended June
30,  1999  was  US$712,000  compared  with  net  profit  of  US$122,000  for the
corresponding period of the prior year.

Changes in Financial Condition, Liquidity and Capital Resources

     For the past  twelve  months,  the  Company  has funded its  operating  and
capital  requirements with loans from the parent company,  its PRC joint-venture
partner,  the sale of common stock,  a bank loan and a related party  short-term
loans.  As of June 30, 1999, the Company had cash of US$361,000 and a deficit in
working  capital of  US$1,997,000.  This compares with cash of US$134,000  and a
deficit in working capital of US$1,504,000 as of June 30, 1998.

     Net cash used in operating  activities  decreased to US$944,000 for the six
months  ended June 30, 1999 from  US$979,000  for the six months  ended June 30,
1998.  The  increase  in the net loss from  operations  was  largly  offset by a
smaller  increase in accounts  receivable and  inventories and by an increase in
accrued liabilities.

     Net cash used in investing  activities  decreased to US$57,000  for the six
months ended June 30, 1999 from  US$1,214,000  for the six months ended June 30,
1998. This decrease is attributable  to reduced  expenditures  for machinery and
equipment for the dry fertilizer line.

     Net cash provided by financing  activities  increased to US$978,000 for the
six months ended June 30, 1999 from US$843,000 for the six months ended June 30,
1998.  This increase is  principally  attributable  to an increase in loans from
shareholders which was partially offset by reduced loans from third parties.

     To provide for its working capital requirements and to repay its short term
debt,  the Company  during the next twelve months will need to place  additional
equity or develope  additional lending sources without which the Company will be
unable to meet its business plans.

Year 2000 Issue

     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.


Date: 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


                                       9