SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(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, 1999

                                       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. 0-22049

                                 S.W. LAM, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Nevada                                          62-1563911
---------------------------------              ---------------------------------
(State or other jurisdiction                   (IRS Employer Identification No.)
of incorporation or organization)

             Unit 25-32, 2nd Floor, Block B, Focal Industrial Centre
                      21 Man Lok Street, Hunghom, Hong Kong
            ---------------------------------------------------------
                    (Address of principal executive offices)

                                 (852) 2766 3688
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

            --------------------------------------------------------
              (Former name, former address and formal 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 30, 1999,  12,800,000  shares of Common Stock of the issuer
were outstanding.
<PAGE>


                         S.W. LAM, INC. AND SUBSIDIARIES

                                      INDEX



                                                                          Page
                                                                         Number
                                                                        --------
PART I - FINANCIAL INFORMATION

  Item 1.  Financial Statements

           Consolidated Balance Sheets - March 31, 1999 and
           September 30, 1999...............................................1

           Consolidated Statements of Operations - For the three
           months and six months ended September 30, 1998 and 1999..........2

           Consolidated Statements of Cash Flows - For the six months ended
           September 30, 1998 and 1999......................................3

           Notes to Consolidated Financial Statements.......................4

  Item 2.  Management's Discussion and Analysis of Financial Condition
             and Results of Operations......................................5

PART II - OTHER INFORMATION

  Item 6.  Exhibits and Reports on Form 8-K................................11

SIGNATURES.................................................................12

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

                         S.W. LAM, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                    (US$,000)
                                   (Unaudited)

                                                         March 31, September 30,
ASSETS                                                     1999       1999
                                                         --------  -------------
Current assets:
  Cash and cash equivalents                              $ 16,702    $ 15,347
  Accounts receivable, net                                 15,655      17,346
  Inventories                                              16,970      21,223
  Prepayments and other current assets                        599         491
                                                         --------    --------
     Total current assets                                  49,926      54,407

Property, plant and equipment, and capital leases, net     23,772      26,867
                                                         --------    --------
     Total assets                                         $73,698     $81,274
                                                         ========    ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Short-term bank borrowings                             $ 16,525    $ 21,079
  Long-term bank loans, current portion                       363         362
  Capital lease obligations, current portion                1,224       1,566
  Accounts payable                                          3,437       2,254
  Accrued liabilities                                         861       1,179
  Dividend payable                                          1,849           0
  Income tax payable                                        7,562       8,454
  Due to director                                             400         359
                                                         --------    --------
     Total current liabilities                             32,221      35,253

Long-term bank loans, non-current portion                   1,083       1,163
Capital lease obligations, non current portion                997         823
Deferred taxation                                           1,283       1,283
                                                         --------    --------
      Total liabilities                                    35,584      38,522
                                                         --------    --------
Minority interest                                          17,980      20,163
                                                         --------    --------
Stockholders' Equity:
  Preferred stock                                               0           0
  Common stock                                                 13          13
  Additional paid-in capital                                  511         511
  Retained earnings                                        19,610      22,065
                                                         --------    --------
     Total stockholders' equity                            20,134      22,589
                                                         --------    --------
     Total liabilities and stockholders' equity           $73,698     $81,274
                                                         ========    ========

        The accompanying notes are an integral part of these consolidated
                              financial statements

                                        1
<PAGE>

                         S.W. LAM, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                        (US$,000, except per share data)
                                   (Unaudited)

<TABLE>

                                                      Three Months Ended          Six Months Ended
                                                        September 30,              September 30,
                                                     1998           1999        1998           1999
                                                    ------         ------      ------         ------
<S>                                               <C>           <C>          <C>             <C>

Total revenues                                   $  16,177      $ 29,041     $ 32,659       $ 53,565

Cost of sales and services                         (11,755)      (22,787)     (24,355)       (40,545)
                                                   --------      --------     --------       --------
        Gross profit                                 4,422         6,254        8,304         13,020

Selling, general and
 administrative expenses                            (2,835)       (3,515)      (4,188)        (6,826)
                                                   --------      --------     --------       --------
        Operating income                             1,587         2,739        4,116          6,194
                                                   --------      --------     --------       --------
Other income (expense), net:
  Interest expense                                    (377)         (569)        (715)        (1,025)
  Interest income                                      109           157          175            314
  Other income (expense)                               (98)           26          (78)            32
                                                   --------      --------     --------       --------
        Total other income
          (expense), net                              (366)         (386)        (618)          (679)
                                                   --------      --------     --------       --------
Income before income
 taxes and minority interest                         1,221         2,353        3,498          5,515

Provision for income taxes                            (149)         (355)        (563)          (877)
                                                   --------      --------     --------       --------
Income before minority interest                      1,072         1,998        2,935          4,638

Minority interest                                        -          (946)           -         (2,183)
                                                   --------      --------     --------       --------
Net income before dividends                          1,072         1,052        2,935          2,455

Dividends - redeemable preferred stock                 493             -        1,045              -
                                                   --------      --------     --------       --------
Net income attributable to common stock           $    579       $ 1,052      $ 1,890        $ 2,455
                                                   ========      ========     ========       ========
Basic income per share                            $   0.05       $  0.08      $  0.15        $  0.19
                                                   ========      ========     ========       ========
Weighted average shares
 outstanding                                    12,800,000    12,800,000   12,800,000     12,800,000

</TABLE>

        The accompanying notes are an integral part of these consolidated
                              financial statements

                                        2
<PAGE>

                         S.W. LAM, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    (US$,000)
                                   (Unaudited)

<TABLE>

                                                                Six Months Ended September 30,
                                                                   1998              1999
                                                                  ------            ------
<S>                                                              <C>               <C>

Cash flows from operating activities:
Net income                                                       $ 1,890           $ 2,445
Adjustments to reconcile net income to net cash
    provided by operating activities:
    Depreciation of property, plant and equipment                  1,786             3,373
    Minority interest                                                  0             2,183
    Redeemable preferred stock dividends                           1,045                 0
(Increase) Decrease in operating assets:
    Accounts receivable, net                                      (1,235)           (1,691)
    Inventories                                                   (1,741)           (4,253)
    Prepayments and other current assets                            (282)              108
    Due from a director                                           (1,703)                0
(Decrease) Increase in operating liabilities:
     Accounts payable                                                281            (1,183)
     Accrued liabilities                                             112               318
     Due to a director                                                 0               (41)
     Income taxes payable                                            563               892
                                                                 --------          --------
     Net cash provided by operating activities                       716             2,161
                                                                 --------          --------
Cash flows from investing activities:
Additions to property, plant and equipment                        (1,669)           (6,468)
                                                                 --------          --------
      Net cash used in investing activities                       (1,669)           (6,468)
                                                                 --------          --------
Cash flows from financing activities:
Net proceeds from issuance of preference share by a subsidiary    10,000                 0
Payment of dividends                                                   0            (1,849)
Net increase in short-term bank borrowings                         4,135             4,554
Net decrease in convertible short-term loan                      (10,000)                0
Additions of capital lease obligations                             2,138               861
Repayment of capital element of capital lease obligations         (2,542)             (693)
Additions of long-term bank loans                                      0               258
Repayment of long-term bank loans                                   (156)             (179)
                                                                 --------          --------
       Net cash provided by financing activities                   3,575             2,952
                                                                 --------          --------
Effect of exchange rate changes in cash                               23                 0
                                                                 --------          --------
       Net increase (decrease) in cash and cash equivalents        2,645            (1,355)
Cash and cash equivalents, as of beginning of period               2,094            16,702
                                                                 --------          --------
Cash and cash equivalents, as of end of period                   $ 4,739           $15,347
                                                                 ========          ========
</TABLE>

        The accompanying notes are an integral part of these consolidated
                              financial statements

                                        3
<PAGE>

                         S.W. LAM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                               September 30, 1999

1.   INTERIM PRESENTATION

     The interim consolidated  financial statements are prepared pursuant to the
     requirements  for  reporting  on Form 10-Q.  These  statements  include the
     accounts of S.W. Lam, Inc. (the  "Company") and all of its wholly owned and
     majority owned subsidiary  companies (together the "Group").  The March 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 included in the
     Company's  Form 10-K for the year ended March 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. The current period results of operations are
     not necessarily indicative of results which ultimately will be reported for
     the full year ending March 31, 2000.

2.   CURRENCY PRESENTATION AND FOREIGN CURRENCY TRANSLATION

     The translation of the financial  statements of group companies into United
     States  Dollars is  performed  for balance  sheet  accounts  using  closing
     exchange  rates in effect at the  balance  sheet date and for  revenue  and
     expense accounts using average exchange rate during each reporting  period.
     The  gains  or  losses   resulting   from   translation   are  included  in
     shareholders' equity separately as cumulative translation adjustments.



                                        4
<PAGE>


Item 2. Management's  Discussion And Analysis Of Financial Condition And Results
        Of Operations

     This  report  contains  forward-looking  statements  within the  meaning of
Section 27A of the Securities Act of 1933 and Section 21E of Securities Exchange
Act of 1934.  Statements  contained  herein which are not  historical  facts are
forward-looking  statements that involve risks and uncertainties.  All phases of
the Company's  operations  are subject to a number of  uncertainties,  risks and
other influences.  Therefore,  the actual results of the future events described
in such forward-  looking  statements in this Form 10-Q could differ  materially
from those stated in such forward- looking  statements.  Among the factors which
could  cause  the  actual  results  to  differ  materially  are  the  risks  and
uncertainties described both in this Form 10-Q and the risks,  uncertainties and
other factors set forth from time to time in the Company's other public reports,
filings and public  statements.  Many of these factors are beyond the control of
the Company,  any of which, or a combination of which,  could materially  affect
the  results  of  the  Company's  operations  and  whether  the  forward-looking
statements made by the Company ultimately prove to be accurate.

Results of Operations

     The following table sets forth,  for the periods  indicated,  certain items
from the  Consolidated  Statements  of  Operations  expressed as a percentage of
total revenues.

                                   Three Months Ended      Six Months Ended
                                      September 30,          September 30,
                                   1998           1999    1998           1999
                                  ------         ------  ------         ------
Total revenues                    100.0%         100.0%   100.0%        100.0%
Cost of sales                      72.7           78.5     74.6          75.7
Gross profit                       27.3           21.5     25.4          24.3
Operating expenses                 17.5           12.1     12.8          12.7
Income from operations              9.8            9.4     12.6          11.6
Other income (expense), net        (2.3)          (1.3)    (1.9)         (1.3)
Income before income taxes
  and minority interest             7.5            8.1     10.7          10.3
Income taxes                        0.9            1.2      1.7           1.6
Income before minority interest     6.6            6.9      9.0           8.7
Minority interest                   n.a.           3.3      n.a.          4.1
Net income before dividends         6.6            3.6      9.0           4.6
Preferred stock dividends           3.0            0.0      3.2           0.0
Net income on common stock          3.6            3.6      5.8           4.6

Quarter Ended September 30, 1999 Compared to Quarter Ended September 30, 1998

     Revenues and Gross Profit.  Total  revenues  increased  $12.9  million,  or
79.5%,  to $29 million for the three months ended  September 30, 1999 from $16.2
million for the three months ended September 30, 1998. Sales of Company products
were up 87.8% to $29 million during the current period compared to $15.5 million
during the same period in the prior fiscal year.  Subcontracting  fees decreased
from $0.7 million  during the quarter ended  September 30, 1998 to $0 during the
quarter ended September 30, 1999.

                                       5
<PAGE>


     The  increase  in sales for the period was  attributable  to  expansion  of
production  facilities  to  meet  increasing  demand,  new  product  design  and
increased marketing efforts.  The decrease in subcontracting fees for the period
was attributable to concentration on the  manufacturing of products  designed by
the Group as opposed to products manufactured on a subcontract basis in order to
raise the Group's brand name recognition.

     Geographically, within Southeast Asia (including Hong Kong and the PRC) the
Company's sales increased  117.6% to $16.1 million during the three months ended
September  30, 1999 from $7.4 million  during the same period in the prior year.
Sales  within  Southeast  Asia  accounted  for 55.3% of total  sales  during the
current  period as  compared  to 48% during the same  period in the prior  year.
Sales  within the region  increased  due to  improving  economic  conditions  in
Southeast Asia during the period  following an extended  period of weakness from
late 1997 to early 1999.  Sales in Hong Kong increased  approximately  163.6% to
$2.9 million for the three months ended September 30, 1999 from $1.1 million for
the same  period of the prior  year.  Sales in the PRC  increased  approximately
71.1% to $6.5 million for the three months  ended  September  30, 1999 from $3.8
million  for the same  period of the prior year.  Sales in  Southeast  Asia (not
including  Hong Kong and the PRC) during the three  months ended  September  30,
1999 increased 168% to $6.7 million from $2.5 million for the same period in the
prior year.

     Outside of Asia (in the United  States,  Europe and the Middle  East),  the
Company  experienced a 61.5%  increase in sales with these sales  accounting for
44.7% of total sales in the three months ended September 30, 1999 as compared to
52% of total sales in the same period of the prior year.  The  increase in sales
outside of Asia was  attributable to increased  production  capacity,  increased
marketing  efforts and strong product demand which  accompanied  strong economic
conditions in those regions.  Sales in Europe increased  approximately  54.1% to
$5.7 million for the three months ended  September 30, 1999 from $3.7 million in
the same period of the prior  year.  Sales in the Middle East were up during the
three months ended  September 30, 1999,  increasing  approximately  100% to $3.4
million  from $1.7  million in the same period of the prior  year.  Sales in the
United States  increased  approximately  46.2% to $3.8 million  during the three
months  ended  September  30,  1999 from $2.6  million in the same period of the
prior year.

     Gross profits  increased by 41.4% to $6.3 million during the current period
from $4.4 million  during the same period in the prior fiscal year. The increase
in gross  profits was mainly  attributable  to the increase in net sales.  Gross
margins  decreased to 21.5% in the current period from 27.3% in the prior fiscal
year period.  The decrease in gross profit  percentage during the current period
was primarily  attributable to decreased  subcontracting  fees and a decrease in
sales of  higher  margin  products  as a  percentage  of total  sales  which was
partially offset by economies of scale resulting from increased production.

     Operating  Expenses.  Operating  expenses  totaled $3.5 million  during the
current  period,  an increase of 24% from $2.8 million during the same period in
the prior fiscal year. The increase in operating  expenses during the period was
primarily  attributable  to  increased  salary and wages,  selling  expense  and
depreciation expense to support increased business operations.




                                        6
<PAGE>

     Other Income (Expense), Net. Other expenses, net of other income, increased
during the current  period to $386,000  from  $366,000 in the same period during
the prior  year.  The  increase in net other  expenses  was  attributable  to an
increase  in  interest  expense of  $192,000  which was  partially  offset by an
increase in interest income of $48,000 and a favorable  variance in other income
of $124,000.  The  increase in interest  expense was  attributable  to increased
trust receipt bank loans.  The increase in interest  income was  attributable to
increased  cash   equivalents   on  hand.   The  favorable   variance  in  other
expense/income was attributable to miscellaneous  income incidental to increased
business operations.

     Income  Taxes.  Income  taxes  increased  by 138.3% to $355,000  during the
current  period from  $149,000  during the same  period in the prior  year.  The
increase  in income  taxes  during  the  period was  primarily  attributable  to
increased income.

     Minority  Interest.  Minority  interest of $946,000 was reported during the
current period.  No minority interest was reported during the prior year period.
Minority interest  reflects the group  reorganization to accommodate the listing
of shares of the Company's  previously  indirect wholly- owned subsidiary,  Hang
Fung Gold  Technology  Limited  ("Hang Fung Gold") on The Stock Exchange of Hong
Kong Limited in Hong Kong,  including the subscription by Phenomenal Limited, an
independent  third party, for shares in Hang Fung Gold, and the Hong Kong public
offering  pursuant  to which  additional  shares of Hang  Fung  Gold were  sold.
Minority  interest  reflects the  proportionate  interest in the earnings of the
Group not attributable to the Company.

     Preferred Stock Dividends.  Net income  attributable to common stockholders
for the quarter ended September 30, 1998 reflects accrued  dividends of $493,000
on convertible preferred stock issued by a subsidiary of the Company at June 30,
1998. The  convertible  preferred stock was redeemed in February 1999 and, thus,
no preferred stock dividends were reported for the current quarter.

Six Months Ended  September 30, 1999 Compared to Six Months Ended  September 30,
1998

     Revenues and Gross Profit.  Total revenues increased $20.9 million, or 64%,
to $53.6 million for the six months ended  September 30, 1999 from $32.7 million
for the six months ended September 30, 1998.  Sales of Company  products were up
70.2% to $53.6  million  during the current  period  compared  to $31.5  million
during the same period in the prior fiscal year.  Subcontracting  fees decreased
from $1.2 million  during the six months ended  September  30, 1998 to $0 during
the six months ended September 30, 1999.

     The  increase  in sales for the period was  attributable  to  expansion  of
production  facilities  to  meet  increasing  demand,  new  product  design  and
increased marketing efforts.  The decrease in subcontracting fees for the period
was attributable to concentration on the  manufacturing of products  designed by
the Group as opposed to products manufactured on a subcontract basis in order to
raise the Group's brand name recognition.





                                        7
<PAGE>

     Geographically, within Southeast Asia (including Hong Kong and the PRC) the
Company's  sales  increased  59.7% to $24.6 million  during the six months ended
September 30, 1999 from $15.4 million  during the same period in the prior year.
Sales within  Southeast Asia accounted for 46% of total sales during the current
period as compared to 49% during the same period in the prior year. Sales within
the region increased due to increased production capacity and improving economic
conditions in Southeast Asia during the period  following an extended  period of
weakness  from  late  1997  to  early  1999.   Sales  in  Hong  Kong   increased
approximately  116% to $5.4 million for the six months ended  September 30, 1999
from  $2.5  million  for the same  period of the  prior  year.  Sales in the PRC
increased  approximately  34.2%  to  $10.2  million  for  the six  months  ended
September  30,  1999 from $7.6  million  for the same  period of the prior year.
Sales in  Southeast  Asia (not  including  Hong Kong and the PRC) during the six
months  ended  September  30, 1999  increased  78.4% to $9.1  million  from $5.1
million for the same period in the prior year.

     Outside of Asia (in the United  States,  Europe and the Middle  East),  the
Company  experienced a 80.3%  increase in sales with these sales  accounting for
54% of total sales in the six months ended September 30, 1999 as compared to 51%
of total  sales in the same  period of the prior  year.  The  increase  in sales
outside of Asia was  attributable to increased  production  capacity,  increased
marketing  efforts and strong product demand which  accompanied  strong economic
conditions in those regions.  Sales in Europe increased  approximately  69.7% to
$12.9  million for the six months ended  September 30, 1999 from $7.6 million in
the same period of the prior  year.  Sales in the Middle East were up during the
six months ended  September  30, 1999,  increasing  approximately  54.3% to $5.4
million  from $3.5  million in the same period of the prior  year.  Sales in the
United  States  increased  approximately  114% to $10.7  million  during the six
months ended  September 30, 1999 from $5 million in the same period of the prior
year.

     Gross profits  increased by 56.8% to $13 million  during the current period
from $8.3 million  during the same period in the prior fiscal year. The increase
in gross  profits was mainly  attributable  to the increase in net sales.  Gross
margins  decreased  slightly  to 24.3% in the  current  period from 25.4% in the
prior fiscal year period.  The  decrease in gross profit  percentage  during the
current period was primarily attributable to decreased subcontracting fees which
was partially offset by economies of scale resulting from increased production.

     Operating  Expenses.  Operating  expenses  totaled $6.8 million  during the
current  period,  an increase of 63% from $4.2 million during the same period in
the prior fiscal year. The increase in operating  expenses during the period was
primarily  attributable  to  increased  salary and wages,  selling  expense  and
depreciation expense to support increased business operations.

     Other Income (Expense), Net. Other expenses, net of other income, increased
during the current  period to $679,000  from  $618,000 in the same period during
the prior  year.  The  increase in net other  expenses  was  attributable  to an
increase  in  interest  expense of  $310,000  which was  partially  offset by an
increase in interest income of $139,000 and a favorable variance in other income
of $110,000.  The  increase in interest  expense was  attributable  to increased
trust receipt bank loans.  The increase in interest  income was  attributable to
increased  cash   equivalents   on  hand.   The  favorable   variance  in  other
expense/income was attributable to miscellaneous  income incidental to increased
business operations.


                                        8
<PAGE>

     Income  Taxes.  Income taxes  increased  by 55.8% to $877,000  during the
current  period from  $563,000  during the same  period in the prior  year.  The
increase  in income  taxes  during  the  period was  primarily  attributable  to
increased income.

     Minority  Interest.  Minority  interest of $2.2 million was reported during
the current  period.  No minority  interest was  reported  during the prior year
period.  Minority interest reflects the group  reorganization to accommodate the
listing of shares of the Company's previously indirect wholly- owned subsidiary,
Hang Fung Gold  Technology  Limited  ("Hang Fung Gold") on The Stock Exchange of
Hong Kong  Limited  in Hong  Kong,  including  the  subscription  by  Phenomenal
Limited,  an independent third party, for shares in Hang Fung Gold, and the Hong
Kong public offering  pursuant to which additional shares of Hang Fung Gold were
sold.  Minority interest reflects the proportionate  interest in the earnings of
the Group not attributable to the Company.

     Preferred Stock Dividends.  Net income  attributable to common stockholders
for the six months  ended  September  30, 1998  reflects  accrued  dividends  of
$1,045,000 on convertible  preferred stock issued by a subsidiary of the Company
at June 30, 1998. The convertible  preferred stock was redeemed in February 1999
and, thus, no preferred stock dividends were reported for the current period.

Financial Condition, Liquidity and Capital Resources

     The Company  had a cash  balance of $15.3  million  and working  capital of
$19.2 at  September  30, 1999  compared to a cash  balance of $16.7  million and
working  capital of $17.7  million at March 31,  1999.  The  increase in working
capital was  attributable  to net income during the period and normal changes in
current assets and liabilities.

     For the six months ended  September 30, 1999 net cash provided by operating
activities  amounted  to $2.2  million  as  compared  to net  cash  provided  by
operating  activities of $0.7 million for the corresponding  period of the prior
year. This change resulted  primarily from a combination of increased net income
before minority  interest and accrued  dividends of $1.7 million and an increase
in depreciation  expense of $1.6 million which was partially offset by variances
in current assets and liabilities associated with increased sales activities.

     Net cash used in investing  activities  totaled $6.5 million during the six
months ended September 30, 1999 compared with $1.7 million during the six months
ended  September  30, 1998.  This  increase was  attributable  to an increase in
acquisition  of machinery  and  equipment  during the current  period to support
expanded operations.

     Net cash provided by financing  activities  decreased to $3 million  during
the six months ended  September 30, 1999 from $3.6 million during the six months
ended September 30, 1998. This decrease was attributable to payment of dividends
accrued and payable at March 31, 1999 which was partially offset by variances in
short-term and long-term bank borrowings and capital lease obligations.




                                        9
<PAGE>

     At September 30, 1999, the Company had long term debt totaling $3.3 million
compared to long term debt at March 31, 1999 of $3.4  million.  The  decrease in
long term debt was  primarily  attributable  to the  repayment of bank loans and
capital lease obligations which was partially offset by an increase in long-term
bank loans.

     Management  believes  that based on its current  financial  condition,  the
Company's  cash  and  working  capital  is  sufficient  to  meet  the  Company's
anticipated needs for at least the next twelve months.

Year 2000 Issue

     The Year 2000  Issue is the  result of  potential  problems  with  computer
systems or any equipment  with computer  chips that use dates where the date has
been stored as just two digits (e.g. 98 for 1998). On January 1, 2000, any clock
or date recording  mechanism  including date sensitive  software which uses only
two digits to represent the year, may recognize a date using 00 as the year 1900
rather  than  the  year  2000.   This  could  result  in  a  system  failure  or
miscalculations causing disruption of operations,  including among other things,
a temporary  inability  to process  transactions,  send  invoices,  or engage in
similar activities.

     The  Company is using both  internal  and  external  resources  to identify
significant  applications  that  will  require  modification,  and to make  such
modifications,  to ensure Year 2000 Compliance. The total cost to the Company of
these Year 2000 Compliance  activities has not been and is not anticipated to be
material to its financial position or results of operations in any given year.

     An overall review has been completed on the computer  software and hardware
systems of the  Company  that may be  subjected  to the Year 2000  problem.  The
Company's  computer  software and hardware  with such  potential  problems  were
identified  and upgraded by the end of October 1999. It has been  concluded that
critical  systems have become Year 2000 compliant.  The directors of the Company
believe that the internal risk  associated  with the Year 2000 issue are minimal
and should not cause any significant  impact on its operations.  The Company has
also initiated  communications with major vendors and customers.  As of November
1, 1999, the Company had received verbal  assurances from its principal  vendors
and customers that they are either Year 2000 compliant or are undertaking  steps
to assure Year 2000  compliance.  The Company expects to have received  adequate
assurances of Year 2000  compliance  from all material  third parties with which
the Company deals by December 1999. However,  there can be no guarantee that the
systems of other  companies  on which the  Company's  business  may rely will be
timely  converted,  or that a  failure  to  convert  by  another  company,  or a
conversion  that is  incompatible  with the Company's  system,  would not have a
material adverse effect on the Company.



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                           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




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                                   SIGNATURES

     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                               S.W. LAM, INC.


Dated:   November 15, 1999                     By:   /s/ Lam Sai Wing
                                                     ---------------------------
                                                     Lam Sai Wing, President and
                                                     Chief Executive Officer

Dated:   November 15, 1999                     By:   /s/ Chan Yam Fai, Jane
                                                     ---------------------------
                                                     Chan Yam Fai, Jane
                                                     Chief Financial Officer


                                       12
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