SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

                                   FORM 10-QSB/A
                                  Amendment No. 1

(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, 1997

                                         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 
                            (Issuers 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

                        APPLICABLE ONLY TO CORPORATE ISSUERS

     Indicate the number of shares  outstanding of each of the issuers  classes
of common stock, as of the latest practical date.

          Class            Shares Outstanding             Date
 Common, $.001 par value       35,991,954           November 1, 1997



<PAGE>

                               OPAL TECHNOLOGIES, INC.
                                     FORM 10-QSB
                                        INDEX
                                                                            Page
                           PART I - FINANCIAL INFORMATION

ITEM 1 .  Financial Statements

         Consolidated Balance Sheets as of September 30, 1997 and
         December 31, 1996.................................................    3

         Consolidated  Statements of Operations  for the three and nine months  
         ended September 30, 1997 and 1996.............................        4

         Consolidated Statements of Cash Flows for the nine months ended
         September 30, 1997 and 1996.......................................    5

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

ITEM 2.  Managements Discussion and Analysis or Plan of Operations........     7

                             PART II - OTHER INFORMATION

ITEM 6.  Exhibits and Reports on Form 8-K..................................    9

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


                                         2

<PAGE>

                          PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

                      OPAL TECHNOLOGIES, INC. AND SUBSIDIARIES
                        UNAUDITED CONSOLIDATED BALANCE SHEET
 
 
<TABLE>
                                                     September 30    December 31
                                                         1997           1996
                                                     ------------    -----------
                                                        US$`000         US$`000
                                                     ------------    -----------

<S>                                                  <C>              <C>
CURRENT ASSETS:
      Cash                                            $       331       $    67
      Accounts receivable                                   2,427           537
      Inventories                                           1,022           835
      Due from related company/director                       555            91
      Prepayments, etc.                                       539            19
                                                        ----------    ---------
            Total current assets                            4,874         1,549
Property, plant and equipment, net                         10,550         8,788
Licensing costs, net                                          917           962
Goodwill, net                                                 190           196
                                                       ------------   ---------
            Total assets                                 $ 16,531       $ 1,495
                                                       ============   =========
LIABILITIES AND SHAREHOLDERS EQUITY
Current liabilities:
      Accounts Payable                                        921           814
      Accrued Expenses                                        393           188
                                                        -----------   ---------
            Total current liabilities                       1,314         1,002
Loans from PRC joint venture                                    -           122
Loans from parent company                                      74         7,044
                                                       ------------   ---------
            Total liabilities                               1,388         8,168
                                                       ------------   ---------
Minority interest                                           3,790         2,806
                                                       ------------   ---------
Shareholder equity
  Common stock; $0.001 par value; 49,000,000 shares 
   authorized,35,991,954 and 13,591,964 issued and 
   outstanding shares respectively
      Preferred stock, $0.001 par value; 1,000,000 
      shares authorized, 100,000                              36            14
      issued and outstanding shares                            -             -
      Additional paid-in capital                          12,167           989
       Cumulative translation adjustments                    (69)          (49)
       Retained earnings                                    (781)         (433)
                                                      -----------    ----------
             Total shareholders equity                    11,353            521
                                                      -----------    ----------
Total liabilities and shareholders equity               $ 16,531       $ 11,495
                                                      ===========    ==========
</TABLE>


              See Notes to Unaudited Consolidated Financial Statements
                                          3

<PAGE>

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


                                For the three months         For the nine months
                                        ended                       ended
                                     September 30,               September 30,
                               ---------------------     -----------------------
                                 1997          1996          1997          1996
                              --------     ---------     ---------     ---------
                               US$`000       US$`000       US$`000       US$`000
<TABLE>
<S>                           <C>            <C>           <C>           <C>
Net Sales                      $   932        $   89        $2,870       $   89
Cost of Goods Sold                (733)          (28)       (1,950)         (28)
                              ---------     ---------     ---------    ---------
  Gross Profit                     199            61           920           61
General and administrative
  expenses                        (796)         (127)       (1,239)        (186)
Interest Income                      4             -             4            -
                              ---------     ---------     ---------    ---------
  Income/(Loss) before income 
    taxes                         (593)          (66)         (315)        (125)
Provision for income taxes           -             -             -            -
                              ---------     ---------     ---------    ---------
  Income/(Loss) from continuing
    operations                    (593)          (66)         (315)        (125)
  Loss from discontinuing 
    operations                       -           (57)             -        (223)
                              ---------     ---------     ---------    ---------
  Income/(Loss) before minority 
    interest                      (593)         (123)         (315)        (348)
Minority interest                    8             -           (33)           -
                              ---------     ---------     ---------    ---------
  Net income/(loss)              $(585)        $(123)        $(348)       $(348)
                              =========     =========     =========    =========
Weighted Average Number of 
Shares Outstanding          25,231,084       939,186     8,929,381      939,186
                            ==========     =========     =========    =========
Net Income (Loss) Per Share $    (0.02)    $   (0.13)   $    (0.04)    $  (0.37)
                            ===========   ===========   ===========   ==========
</TABLE>


              See Notes to Unaudited Consolidated Financial Statements
                                          4

<PAGE>

                      OPAL TECHNOLOGIES, INC. AND SUBSIDIARIES
                  UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                    For the nine months ended
                                                          September 30,
                                               --------------------------------
                                                    1997              1996
                                               --------------    --------------
                                                  US$`000           US$`000
                                               --------------    --------------
<TABLE>
<S>                                             <C>              <C>

Net income/(loss)                                $    (315)       $    (348)
Adjustments to reconcile net income to net cash 
provided by/(used in) operating activities
     Depreciation of property, machinery & equipment    41                4
     Amortization of good will                           6               23
     Amortization of licensing costs                    45             (906)
     Minority interest                                 (33)               -
(Increase)/Decrease in operating assets
     Inventories, net                                 (187)            (261)
     Accounts receivable, net                       (1,890)              17
     Prepayments, and other current assets            (520)             (40)
     Due from related company                         (464)               -
(Decrease)/Increase in operating liabilities             -                -
     Accounts payable                                  107              (48)
     Accrued expenses                                  206               76
                                                 ----------      -----------
        Net cash provided by/(used in) 
        operating activities                        (3,004)          (1,483)
                                                 ----------      -----------
Cash flows from investing activities
Acquisition of property, machinery & equipment      (1,803)            (359)
Effect of translation adjustment                       (20)               -
                                                 ----------      -----------
        Net cash provided by/(used in) 
        investing activities                        (1,823)            (359)
                                                 ----------      -----------
Cash flows from financing activities
     Minority interest capital injection               984                -
     Issuance of common shares                       5,700                -
     Decrease in loans from related companies       (1,593)           1,830
                                                 ----------      -----------
        Net cash provided by/(used in) 
        financing activitities                       5,091            1,830
                                                 ----------      -----------
Net increase/(decrease) in cash and bank deposits      264              (12)
Cash and bank deposits as of beginning of period        67               18
                                                 ----------      -----------
Cash and bank deposits as of end of period          $  331          $     6
                                                 ==========      ===========
Supplemental disclosure of noncash financing 
activities:
     Cancellation of promissory note for share 
     capitalization of loans from parent company   $ 2,100                -
                                                 ==========      ===========
</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, 1996 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 Companys  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.   ACQUISITION OF OPERATING BUSINESSES

The acquisition of Opal Agriculture  Development Limited and Triple Star Holding
Limited by the Company on June 6, 1997 was treated as a recapitalization  of the
acquired companies with the acquired entities considered the acquirer (a reverse
acquisition).  Accordingly,  the historical consolidated financial statements of
the Company prior to June 6, 1997 are those of the combined financial statements
of two acquired companies. The shareholders equity of the Company as of December
31,  1996 has been  retroactively  restated  to reflect  the one for ten reverse
stock split,  the  reauthorization  of 50,000,000  shares of (49,000,000  common
shares and  1,000,000  preferred  shares) and the issuance of Series A preferred
stock. The Series A preferred stock has a vote on all corporate matters equal to
thirty  percent  of the total  vote,  is not  subject  to  redemption  and has a
liquidation preference of $.001 per share.

3.   SALE OF COMMON STOCK

On July 1,  1997  the  Company  sold  11,400,000  shares  of  common  stock  for
$5,700,000.  These shares were sold purusant to  Regulation S of the  Securities
Act of 1933, as amended.

4.   CONVERSION OF PARENT LOANS TO EQUITY

On July 1, 1997 the  Company  issued  4,200,000  shares of common  stock for the
cancellation  of a promissory  note of  $2,100,000.  On September  29, 1997,  an
additional  $5,500,000 of the loan from the parent  company was  capitalized  in
exchange for 11,000,000 shares of common stock.

5.   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 manufactur and production of organic agricultural fertilizer.

                                         6

<PAGE>

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

Material Changes in Results of Operations

In  June of  1997,  the  Company  acquired  the  operations  of  OpalAgriculture
Development  Limited  ("OAD") and Triple Star Holding Limited  ("Triple  Star").
Prior to the  acquisition of OAD and Triple Star, the Company had no operations.
OAD and Triple Star are engaged in the  production and sale of fertilizer in the
People's Republic of China and had limited operations during 1996. The financial
statements of the Company and the following  discussion  includes the operations
of OAD and Triple Star for all periods presented.

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

Net Sales.  Net sales for the three months ended September 30, 1997 increased by
$843,000 to $932,000 from $89,000 for the three months ended September 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  September  30, 1997
increased  by $138,000  to $199,000  from  $61,000  for the three  months  ended
September  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  September  30,  1997  increased  by $669,000 or 526.77% to
$796,000  from  $127,000  for the three months ended  September  30, 1996.  This
increase resulted mainly from a management fee of $530,000 charged by the parent
company for the nine months ended September 30, 1997.

Net Loss.  The net loss for the three months ended  September 30, 1997 increased
by $462,000 to $593,000 from  $123,000 for the three months ended  September 30,
1996.  This increase is primarily  attributable  to a management fee of $530,000
charged by the parent company in the period ended September 30, 1997.

Nine Months Ended September 30, 1997 Compared to the Nine Months Ended 
September 30, 1996.

Net Sales.  Net sales for the nine months ended  September 30, 1997 increased by
$2,781,000  to $2,870,000  from $89,000 for the nine months ended  September 30,
1996.  This  increase  is the result of the  Company  beginning  the  commercial
production and sale of fertilizer.

Gross  Profit.  Gross  profits  for the nine  months  ended  September  30, 1997
increased  by  $859,000  to $920,000  from  $61,000  for the nine  months  ended
September  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
nine months  ended  September  30, 1997  increased by  $1,053,000  or 566.13% to
$1,239,000 from $186,000.  This increase  resulted from the Company staffing its
operations to begin the commercial  production and sale of fertilizer and from a
management  fee of  $530,000  charged by the parent  company for the nine months
ended September 30, 1997.


                                         7
<PAGE>

Net  Loss.  The net  loss for the  nine  months  ended  September  30,  1997 was
$348,000,  identical with that for the nine months ended September 30, 1996. The
loss  for the nine  months  ended  September  30,  1997 was due to the  expenses
incurred by the  subsidiaries for the production and sales of fertilizer and the
management  fee charged by the parent  company.  The loss for the  corresponding
period  of 1996 was the  result of a trading  loss of  $125,000  and the loss of
$233,000 from discontinued operations.

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 and the sale of common
stock.  As of September  30, 1997,  the Company had cash of $331,000 and working
capital of  $3,560,000  as  compared  to a cash  balance of $67,000  and working
capital of $547,000 at December 31, 1996.

     Net  cash  used  in  operating  activities  increased  to  $3,004,000  from
$1,483,000 for the nine months ended September 30, 1997 and 1996,  respectively.
This  increase  resulted  from the loss for the  period,  increases  in accounts
receivable  inventories and other  operating  assets acquired in connection with
the commencement of commercial fertilizer operations and was partially offset by
an increase in accounts payable and accrued expenses.

     Net cash used in investing activities increased to $1,823,000 from $359,000
for the nine  months  ended  September  30,  1997 and  1996  respectively.  This
increase  resulted  from the  acquisition  of machinery and equipment to support
commercial fertilizer operations.

     Net cash  provided by financing  activities  increased to  $5,091,000  from
$1,830,000 for the nine months ended September 30, 1997 and 1996,  respectively.
This increase is  attributable  to the issuance of common shares for  $5,700,000
and the  injection of capital by the  minority  interest  ($984,000),  which was
partially offset by the repayment of debt to the parent company.

     At  September  30,  1997,  the  Company had  long-term  debt of $74,000 all
payable to the parent company.

     On July 1, 1997 the Company  issued  11,400,000  shares of common stock for
$5,700,000  and  4,200,000  shares of common  stock  for the  cancellation  of a
promisorry note of $2,100,000.  On September 29, 1997, an additional  $5,500,000
of the loan from the parent  company was  capitalized in exchange for 11,000,000
shares of common stock.  These funds have been used for working  capital and the
acquisition of additional property, plant and equipment. With the capitalization
of the loan from its parent and the funds from the sale of shares,  the  Company
believes it has sufficient working capital for the next twelve months.

     On August 8, a new  production  facility in Beijing under the management of
the  Companys   Beijing   joint-venture   subsidiary  was   commissioned.   The
Joint-venture is also constructing an additional production facility in Beijing.
It is expected  that this new facility  will be completed by the end of calendar
year 1997, and have a production capacity of approximately 75,000 metric tons of
organic  fertilizer   granules.   The  Company  has  minimal  remaining  funding
obligations for this new production facility.

                                         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

          1. Form 8-K of the Company  dated July 1, 1997  reporting  under Item 
             9 the sale of shares pursuant to Regulation S.



                                     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 15, 1997                By: /s/ John K.C. Koon
                                           ---------------------------
                                              John K. C. Koon
                                              President and Chief Executive 
                                              Officer



Dated: December 15, 1997               By: /s/ Kenneth Poon
                                           --------------------------
                                              Kenneth Poon
                                              Chief Financial Officer



                                       9