Washington, D.C. 20549

                                   FORM 8-K/A
                                 Amendment No. 3

                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

       Date of Report: (Date of earliest event reported): December 6, 2000

                             OPAL TECHNOLOGIES, INC.
             (Exact name of Registrant as specified in its charter)

                            (Commission file number)

                  Nevada                                       87-0306464
---------------------------------------------           ------------------------
(State or other jurisdiction of incorporation)         (I.R.S. Employer
                                                        Identification Number)

        Unit 2810, 28/F, Shun Tak Centre, West Tower, 200 Connaught Road
                               Central, Hong Kong
               (Address of principal executive offices) (Zip code)

              (Registrant's telephone number, including area code)

          (Former name or former address, if changed since last report)

Item 4.  Changes in Registrant's Certifying Accountant

         (a)  Resignation of Independent Accounting Firm

                            (i)  Grant  Thornton,  the  Registrant's  certifying
                  accountant was terminated as the Company's auditor on December
                  6, 2000.

                           (ii)  The  certifying   accountant's  report  on  the
                  financial  statements  for the past  two  years  contained  no
                  adverse opinion, no disclaimer of opinion nor was qualified or
                  modified  as  to   uncertainty   audit  scope  or   accounting
                  principles. However, the report did contain a fourth paragraph
                  outlining going concern contingencies.

                           (iii) Not applicable.

                           (iv)During  the  preceding  two years and  subsequent
                  interim periods preceding the resignation,  the Registrant had
                  no disagreements with certifying  accountants on any matter of
                  accounting principle or practices,  audit scope or procedures,
                  which  disagreements,  if not resolved to the  satisfaction of
                  the  certifying  accountant,  would  have  caused  it to  make
                  references  to the  subject  matter  of the  disagreements  in
                  connection  with  their  report.  However,  in the  matter  of
                  financial statement  disclosure,  subsequent to the release of
                  the audit  report for the  year-ended  December  31,  1999,  a
                  disagreement  arose as to the value or existence of two assets
                  on  the  balance   sheet,   "construction   in  progress"  and
                  "investment in China Can".

                  The Grant  Thornton  audit  opinion  dated  April 28, 2000 was
                  based on procedures  performed as of that date and  therefore,
                  Grant  Thornton does not believe that it can comment on events
                  which occurred  subsequent to the date of the audit report. It
                  is Grant  Thornton's  opinion that these financial  statements
                  were  reported  in  accordance  with United  States  generally
                  accepted accounting principles.

                  In the summer of 2000,  the  Registrant  commissioned  Messrs.
                  Moores  Rowland  to  investigate  and  review  the  assets and
                  properties of the Company.  As a result of this investigation,
                  Messrs.  Moores  Rowland  issued a  detailed  report  on their
                  findings  which  was  received  by the  Registrant's  Board of
                  Directors.  In that  report,  Messrs.  Moores  Rowland  raised
                  significant  questions  concerning  "construction in progress"
                  and the "investment in China Can". In early August 2000, these
                  two matters were discussed with Grant Thornton and their input
                  was solicited. Grant Thornton responded by letter dated August
                  20, 2000 affirming its original opinion dated April 28, 2000.

                  Because of the issues raised by the Moores Rowland report, the
                  Company began its own internal  review.  This review confirmed
                  the  concerns  of Messrs.  Moores  Rowland.  To address  these
                  issues,   the  Company  began  negotiations  with  its  former
                  Chairman  and  principal  shareholder.  As a  result  of these
                  negotiations  an agreement was reached which  provided for the


     1.   The cancellation of certain  contracts  relative to the acquisition of
          construction-in-progress,  licensing  and  research  costs  which were
          recorded  on  the  books  and  records  of  the  Company   and/or  its
          subsidiaries. These contracts totalled US$5.87 million and were booked
          as assets based on the purchase price or cost. They are being reversed
          on the same basis.

     2.   The repayment of the US$5.87  million  referenced in 1 above,  will be
          made as follows:

          1.   Bestalong  Group Inc. will repay the Company  US$1.67  million by
               off  setting  its claim  against  the  Company  which  previously
               appeared  in the books and  records  of the  Company as "Due to a

          2.   Bestalong  Group  Inc will  transfer  the  title of a  fertilizer
               production  facility  located  in  the  Guizhou  Province  in The
               People's  Republic of China ("Guizhou  Facility") to the Company.
               The value of the Guizhou  Facility has been  recorded at cost, or
               US$1.79 million.

          3.   Bestalong   Group  Inc.   will   surrender  to  the  Company  for
               cancellation  approximately  4.83  million  shares of Opal common
               stock.  (For the  purpose of this  settlement,  these  shares are
               valued at a price of US$0.50 per share, the same price when these
               shares  were first  issued to  Bestalong  Group  Inc.  in 1997 to
               acquire  the assets  under the  disputed  contracts,  effectively
               undoing this transaction.)

     3.   Bestalong Inc, a company that is beneficially owned by Ms. Agnes Koon,
          a former  director of the  Company and the wife of Mr. John Koon,  the
          Company's  former  Chairman has also agreed to reverse the transaction
          relating to the  investment  in China Can Holding Inc. by the Company.
          This  transaction  was  originally  recorded  at the book value of the
          underlying assets and is being reversed on the same basis.

     No agreement was ever reached with Grant Thornton on these issues.

          (v)  Not applicable

(b)  Engagement of New Independent Accountants

     On December 6, 2000, the Registrant's  board of directors  formally engaged
Moores Rowland as its new certifying  accountants (the "new accounting firm") to
audit the Registrant's financial statements.

     The Registrant,  during the two most recent fiscal years and the subsequent
interim  periods prior to the  engagement of the new  accounting  firm,  did not
consult with the new accounting firm with regard to any of the matters listed in
Regulation S-K Items 304(a)(2)(i) or (ii).


Item 7. Financial Statements and Exhibits

     (c)  Exhibits

          16.1**Letter  from Opal  Technologies,  Inc. to Grant  Thornton  dated
                August 2, 2000
          16.2**Letter  from Grant  Thornton to Opal  Technologies,  Inc.  dated
                August 20, 2000
          16.3*Letter  from Grant  Thornton  to Opal  Technologies,  Inc.  dated
               December 8, 2000
          16.4 Letter  from Grant  Thornton  to Opal  Technologies,  Inc.  dated
               February 12, 2001

*    Previously filed with Form 8-K/A Amendment No. 1 dated December 20, 2000.
**   Previously filed with Form 8-K/A Amendment No.  2 dated January 27, 2001.


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                     OPAL TECHNOLOGIES,  INC.

                                                     By: /s/ Eric Cheng
                                                         Eric Cheng, President

Date: February 12, 2001