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 June 30, 2001

                                       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 June 30,  2001,  12,865,000  shares of Common Stock of the issuer
were outstanding.
<PAGE>


                                 S.W. LAM, INC.

                                      INDEX



                                                                          Page
                                                                          Number
                                                                          ------

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

         Consolidated Balance Sheets - March 31, 2001 and June 30, 2001.......1

         Consolidated Statements of Operations - For the three months ended
         June 30, 2000 and June 30, 2001......................................2

         Consolidated Statements of Cash Flows - For the three months ended
         June 30, 2000 and June 30, 2001......................................3

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

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations............................................8

Item 3.  Quantitative and Qualitative Disclosure About Market Risk...........12

PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K....................................12

SIGNATURES...................................................................13

<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

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

                                                     March 31,       June 30,
ASSETS                                                 2001           2001
                                                    ----------      ----------

Current asset:
  Cash and cash equivalents                       $         0    $         0

Investment in affiliates                               20,369         20,919
                                                      -------       --------
     Total assets                                     $20,369        $20,919
                                                      =======        =======

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liability:
  Due to a director                               $       303    $       303

Stockholders' Equity:
  Preferred stock                                           0              0
  Common stock                                             13             13
  Additional paid-in capital                              528            528
  Retained earnings                                    19,525         20,075
                                                      -------        -------
     Total stockholders' equity                        20,066         20,616
                                                      -------        -------
     Total liabilities and stockholders' equity       $20,369        $20,919
                                                      =======        =======



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


                                       1
<PAGE>

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

                                                   Three Months Ended June 30,
                                                    2000               2001
                                                   ---------         ---------

Total revenues                                     $ 27,211        $      0

Cost of sales and services                          (21,929)              0
                                                    --------          --------

        Gross profit                                  5,282               0

Selling, general and administrative expenses         (2,354)              0
Interest expenses                                      (605)              0
Interest income                                         240               0
Share of profit of affiliates                             0             639
                                                    --------        --------

Income before income taxes and minority interests     2,563             639

Provision for income taxes                             (205)            (89)
                                                    --------       ---------

Income before minority interests                      2,358             550

Minority interests                                   (1,105)              0
                                                    --------       ---------

Net income                                         $  1,253        $    550
                                                    =======        =========

Basic income per share                             $   0.10        $   0.04
                                                    =======        =========

Weighted average shares outstanding              12,800,000      12,865,000
                                                 ==========      ===========


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

                                       2
<PAGE>


                                 S.W. LAM, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    (US$,000)
                                   (Unaudited)
<TABLE>


                                                        Three Months Ended June 30,
                                                            2000          2001
                                                          ---------     ---------
<S>                                                      <C>            <C>

Cash flows from operating activities:
Net income                                                $ 1,253      $    550
Adjustments to reconcile net income to net cash
    provided by operating activities:
    Depreciation of property, plant and equipment           2,165             0
    Minority interests                                      1,105             0
    Share of profit of affiliates                               0          (550)
Increase in operating assets:
    Accounts receivable, net                               (2,215)            0
    Inventories                                            (5,517)            0
    Prepayments and other current assets                     (397)            0
Increase (Decrease) in operating liabilities:
     Accounts payable                                         896             0
     Accrued liabilities                                   (1,116)            0
     Due to a director                                        440             0
     Taxation payable                                         205             0
                                                          -------     ---------
     Net cash used in operating activities                 (3,181)            0
                                                          --------    ---------

Cash flows from investing activities:
Additions of property, plant and equipment                   (226)            0
                                                         ---------    ---------
      Net cash used in investing activities                  (226)            0
                                                         ---------    ---------

Cash flows from financing activities:
Net increase in short-term bank borrowings                  2,399             0
Repayment of capital element of capital lease obligations    (478)            0
Repayment of long-term bank loans                             (80)            0
                                                         ---------     --------
       Net cash provided by financing activities            1,841             0
                                                          -------      --------

       Net decrease in cash and cash equivalents           (1,566)            0

Cash and cash equivalents, as of beginning of period       19,562             0
                                                          -------      --------

Cash and cash equivalents, as of end of period           $ 17,996      $      0
                                                         ========      ========
</TABLE>


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

                                       3
<PAGE>

                                 S.W. LAM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                  June 30, 2001

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 its  subsidiary,
         together with the share of post acquisition results and reserves of its
         affiliates  under the equity method of  accounting.  The March 31, 2001
         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,
         2001. 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, 2002.

2.       CURRENCY PRESENTATION AND FOREIGN CURRENCY TRANSLATION

         A  substantial  portion of the sales,  purchases  and  expenses  of the
         Company's affiliates are in Hong Kong dollars. Management believes that
         maintaining  books  and  records  in  Hong  Kong  dollars  will  enable
         financial  results and relationships to be measured with more relevance
         and reliability.

         In the financial  statements  of the  individual  companies  within the
         Group,   transactions  in  other  currencies   during  the  period  are
         translated  into Hong Kong dollars at the applicable  rates of exchange
         prevailing  at  the  time  of the  transactions.  Monetary  assets  and
         liabilities  denominated in other  currencies are translated  into Hong
         Kong  dollars  at the  applicable  rates of  exchange  in effect at the
         balance sheet date. All such exchange differences are dealt with in the
         individual companies' statements of operations.

         Translation of amounts from Hong Kong dollars  ("HK$") to United States
         dollars  ("US$") is for the convenience of readers and has been made at
         US$1 = HK$7.8.  No  representation  is made  that the Hong Kong  dollar
         amounts  could have been,  or could be,  converted  into United  States
         dollars at the rate or at any other rate.


                                       4
<PAGE>



                                 S.W. LAM, INC.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)
                                   (Unaudited)
                                  June 30, 2001

3.       AFFILIATED COMPANY DISCLOSURE

     a.   Dilution of Interest in Operating Subsidiary

          On August 23, 2000, the Company's principal operating subsidiary, Hang
          Fung Gold Technology  Limited ("HFGTL") issued 1,632 million shares to
          New ePoch  Holdings  International  Limited  ("NEH") in exchange for a
          49.9%  interest  in  New  ePoch   Information  (BVI)  Company  Limited
          ("NEI")(the  "New ePoch  Transaction").  In  conjunction  with the New
          ePoch  Transaction,  HFGTL has also entered into a loan  agreement for
          the provision of an interest  bearing  secured loan facility to NEI of
          up to the higher of (i) HK$50  million or (ii) the  two-thirds  of the
          amount of the net proceeds of equity or debt issues of HFGTL. Goodwill
          arising on the New ePoch  Transaction  was eliminated  against HFGTL's
          reserve.  On August  28,  2000,  HFGTL  placed 550  million  shares to
          independent investors for HK$62.7 million (the "HFGTL Placement").

          As a result of the New ePoch Transaction and the HFGTL Placement:

          i.   the Company's indirect ownership interest in HFGTL decreased from
               53.145% to 35% and from 35% to 31.4%;

          ii.  HFGTL and its  subsidiaries  (including  affiliates)(collectively
               referred to as the "HFGTL  Group") are  classified  as affiliates
               following the New ePoch Transaction;

          iii. the Company's  consolidated  statements of operations reflect the
               Company's    pre-transaction    interest   and   post-transaction
               proportionate interest in HFGTL Group;

          iv.  the  Company's  investment  in  HFGTL  Group is  reported  on the
               balance sheet under the equity method of accounting;

          v.   the loss  resulting  from dilution of the  Company's  interest in
               HFGTL amounted to approximately $2,034,000,  which was charged to
               the 2001 consolidated statement of operations.


                                       5
<PAGE>

                                 S.W. LAM, INC.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)
                                   (Unaudited)
                                  June 30, 2001


3.       AFFILIATED COMPANY DISCLOSURE (Cont'd)

          b.   Pro Forma Information

          In connection with the New ePoch  Transaction and the HFGTL Placement,
          the  Company  has  presented   the   following   condensed  pro  forma
          consolidated   statement  of  operations   reflecting  the  New  ePoch
          Transaction  and the  HFGTL  Placement,  as if both  transactions  had
          occurred at April 1, 1999.

                  PROFORMA CONSOLIDATED STATEMENT OF OPERATIONS
                    For the Three Months Ended June 30, 2001
                                     US $000
                                   (Unaudited)

                  Total revenues                               $         0

                  Selling, general and administrative expenses           0
                                                                ----------

                  Operating income (loss)                                0

                  Share of profit of associates                        749
                                                                  --------

                  Income before income taxes                           749

                  Provision for income taxes                           (64)
                                                                  --------

                  Net income                                           685
                                                                   =======

          c.   Affiliate Operating Results

          The Company's  operations are conducted  entirely  through HFGTL Group
     and NEI Group (NEI, its subsidiary and  affiliate).  As a result of the New
     ePoch  Transaction,  from and after August 23, 2000, HFGTL is accounted for
     as an  affiliate  of the Company and the  operations  of HFGTL Group are no
     longer included in the consolidated results of the Company.


                                       6
<PAGE>

                                 S.W. LAM, INC.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)
                                   (Unaudited)
                                  June 30, 2001


3.   AFFILIATED COMPANY DISCLOSURE (Cont'd)

     c.   Affiliate Operating Results (Cont'd)


          The following table presents  operating results of HFGTL Group and NEI
          Group for the three months ended June 30, 2001 (in US$,000):
<TABLE>

                                                   HFGTL Group             NEI Group
                                               Three Months Ended    Three Months Ended
                                                  June 30, 2001         June 30, 2001
                                               --------------------  -------------------
          <S>                                  <C>                   <C>

              Total revenues                      $    42,002         $          0

              Cost of sales and service               (35,845)                  (0)
                                                   -----------         ------------

              Gross profit                              6,157                    0

              Selling, general and
                 administrative expenses               (3,203)                (239)
                                                   ----------          -----------

              Operating income (loss)                   2,954                 (239)

              Interest income (expense), net             (546)                (132)

              Share of profit (loss) of associates       (185)                   0

              Write-back of (Provision for)
                amount due from an associate             (185)                   0
                                                   ----------          -----------

              Income (loss) before income taxes         2,038                 (371)

              Provision for income taxes                 (282)                   0
                                                   ----------          -----------

              Net income (loss)                    $    1,756            $    (371)
                                                   ==========          ===========
</TABLE>


                                       7
<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.

Dilution of Interest in Operating Subsidiary

         On August 23, 2000, the Company's principal operating subsidiary,  Hang
Fung Gold Technology  Limited ("HFGTL") issued 1,632 million shares to New ePoch
Holdings  International  Limited ("NEH") in exchange for a 49.9% interest in New
ePoch Information (BVI) Company Limited ("NEI")(the "New ePoch Transaction"). On
August 28, 2000,  HFGTL placed 550 million shares to  independent  investors for
HK$62.7 million (the "HFGTL Placement").

         As a result of the New ePoch  Transaction and the HFGTL Placement,  the
Company's indirect ownership interest in HFGTL decreased from 53.145% to 35% and
from  35%  to  31.4%;  HFGTL  and  its  subsidiary  (including  affiliates)  are
classified as  affiliates  following  the New ePoch  Transaction;  the Company's
consolidated  statements  of operations  reflect the  Company's  pre-transaction
interest  and  post-transaction  proportionate  interest  in  HFGTL  Group;  the
Company's  investment  in HFGTL Group is reported on the balance sheet under the
equity method of accounting;  during fiscal 2001, the Company reported a loss on
dilution of equity interest of HFGTL, which was charged to the 2001 consolidated
statement of operations.

Comparability of Financial Data

         Prior to the New ePoch Transaction,  HFGTL was the principal  operating
subsidiary  of the  Company.  After  the New  ePoch  Transaction  and the  HFGTL
Placement,  the Company's effective percentage of ownership in HFGTL was reduced
from 53.145% to 31.4% in August 2000, the accounting  treatment of HFGTL and its
subsidiaries  (including  affiliates) changed from subsidiaries to affiliates of
the Company.

         Because the  financial  statements  for the three months ended June 30,
2001 account for HFGTL and its subsidiaries (including affiliates) as affiliates
of the Company,  prior year comparative  financial information may be of limited
value.

                                       8
<PAGE>

Results of Operations

         Following the New ePoch Transaction and HFGTL Placement, the operations
of HFGTL Group are no longer  consolidated but are reported as a share of profit
in affiliates. For purposes of comparability, the discussion herein includes (1)
consolidated  results of  operations  as  reported,  (2) pro forma  consolidated
results of operations  reflecting the New ePoch  Transaction and HFGTL Placement
as if those  transactions  had  occurred  at April 1,  1999,  and (3)  operating
results of the Company's  affiliates,  HFGTL Group and NEI Group,  which results
are not included in the consolidated results of operations of the Company.

Quarter Ended June 30, 2000 Compared to Quarter Ended June 30, 2001
<TABLE>

                                                                                                       Pro Forma
                                        HFGTL Group          NEI Group           Consolidated         Consolidated
Quarter ended June 30,                2000      2001       2000      2001       2000      2001       2000        2001
(in US`000)                          ------    ------     ------    ------     ------    ------     ------      ------
<S>                                <C>        <C>         <C>       <C>      <C>        <C>        <C>        <C>

       Revenues                    $ 27,211  $ 42,002    $     0   $     0   $ 27,211   $     0    $     0     $     0
       Cost of sales and services   (21,929)  (35,845)         0         0    (21,929)        0          0           0
                                  ---------- ---------   --------  --------  ---------  --------   --------    --------
       Gross profit                   5,282     6,157          0         0      5,282         0          0           0
       Selling, general and
          administrative expenses    (2,354)   (3,203)      (169)     (239)    (2,354)        0          0           0
                                  ---------- ---------   --------  --------  ---------  --------   --------    --------
       Operating income (loss)        2,928     2,954       (169)     (239)     2,928         0          0           0
       Interest expense, net           (365)     (546)         0      (132)      (365)        0          0           0
       Share of profit (loss) of
       affiliates                         0      (185)      (182)        0          0       639        749         639
       Write-back of (Provision for)
         amount due from an associate     0      (185)         0         0          0         0          0           0
                                  ---------  ---------   --------  --------  ---------  ---------  ---------   --------
       Income (loss) before
          income taxes                2,563     2,038       (351)     (371)     2,563       639        749         639
       Provision for income taxes      (205)     (282)         0                 (205)      (89)       (64)        (89)
       Minority interest                  0         0          0         0     (1,105)        0          0
                                  ---------  ---------   --------  --------  ---------  ---------  ---------   --------
         0
       Net income (loss)           $  2,358  $  1,756    $  (351)  $  (371)   $ 1,253    $  550     $  685    $    550
                                  =========  =========   ========  ========  =========  =========  =========   ========
</TABLE>

         Revenues and Gross Profit.  Consolidated  revenues for the three months
ended June 30, 2001 were nil as compared to $27.2  million for the three  months
ended June 30, 2000. The decrease in consolidated  revenues was  attributable to
the  reclassification  of HFGTL  Group as  affiliates  following  the New  ePoch
Transaction  in August 2000. Pro forma  consolidated  revenues were nil for both
the 2000 and 2001 quarters.

         HFGTL  Group.  Total  revenues  of HFGTL Group were $42 million for the
three months ended June 30,  2001,  an increase of 54.4% from $27.2  million for
the three months  ended June 30,  2000.  The increase in revenues of HFGTL Group
for the quarter was  primarily  attributable  to new product  design,  increased
marketing efforts and adoption of a more competitive pricing strategy.

         Geographically, within Southeast Asia (including Hong Kong and the PRC)
sales by HFGTL Group  increased  66.5% to $31.8 million  during the three months
ended June 30, 2001 from $19.1 million during the same period in the prior year.
Sales  within  Southeast  Asia  accounted  for 75.7% of total  sales  during the
current  period as  compared  to 70% during the same  period in the prior  year.
Sales  within the region  increased  due to increased  marketing  efforts in the
region,  particularly in the PRC, during the current quarter. Sales in Southeast
Asia (not  including  Hong Kong and the PRC) during the three  months ended June
30, 2001  increased  70.5% to $7.5 million from $4.4 million for the same period
in the prior year.
         Outside of Asia (mainly in the United  States and Europe),  HFGTL Group
experienced  a 25%  increase in sales with these sales  accounting  for 24.3% of
total sales in the three  months ended June 30, 2001 as compared to 30% of total
sales in the same period of the prior  year.  The  increase in sales  outside of
Asia was  attributable  to  increased  marketing  efforts and adoption of a more
competitive  pricing  strategy.  Sales in Europe increased  approximately 37% to
$3.7  million for the three  months ended June 30, 2001 from $2.7 million in the
same  period  of  the  prior  year.   Sales  in  the  United  States   increased
approximately  36.4% to $4.5 million during the three months ended June 30, 2001
from $3.3 million in the same period of the prior year.

                                       9
<PAGE>

         Gross  profit of HFGTL  increased  by 17% to $6.2  million  during  the
current  period from $5.3  million  during the same  period in the prior  fiscal
year.  The increase in gross profit was mainly  attributable  to the increase in
revenues.  Gross margin  decreased to 14.7% in the current  period from 19.4% in
the prior fiscal year period. The decrease in gross profit percentage during the
current period was primarily attributable to increased competition, the adoption
of a more  competitive  pricing strategy and the increase in proportion of sales
of gold products of relatively lower profit margin.

         NEI Group.  Total  revenues  of NEI Group  were nil during the  current
period and the prior  year  period.  NEI Group  operations  during  the  current
quarter were focused on developing and operating  e-commerce  trading facilities
between the PRC and the rest of the world.

         Operating  Expenses.  Consolidated  operating  expenses  for the  three
months  ended June 30, 2001 were nil as  compared to $2.4  million for the three
months ended June 30, 2000. The decrease in consolidated  operating expenses was
attributable to the  reclassification of HFGTL Group as affiliates following the
New ePoch Transaction in August 2000. Pro forma consolidated  operating expenses
were nil for the current and prior year periods.

         HFGTL Group.  Total operating expenses of HFGTL Group were $3.2 million
for the three months ended June 30, 2001, an increase of 33.3% from $2.4 million
for the three months ended June 30, 2000. The increase in operating  expenses of
HFGTL Group for the quarter was primarily attributable to increased staff salary
and selling expenses to support increased business operations.

         NEI Group.  Total operating expenses of NEI Group were $239,000 for the
three  months ended June 30,  2001,  an increase of 41.4% from  $169,000 for the
three months ended June 30, 2000.

         Interest Expense,  Net.  Consolidated  interest  expense,  net, for the
three  months  ended June 30, 2001 was nil as compared to $365,000 for the three
months ended June 30, 2000. The decrease in  consolidated  net interest  expense
was attributable to the  reclassification of HFGTL Group as affiliates following
the New ePoch  Transaction in August 2000. Pro forma  consolidated  net interest
expense were nil for the 2001 quarter and 2000 quarter.

         HFGTL Group.  Net interest  expense of HFGTL Group was $546,000 for the
three  months ended June 30,  2001,  an increase of 49.6% from  $365,000 for the
three months ended June 30, 2000. The increase in net interest  expense of HFGTL
Group for the quarter was primarily attributable to increased trust receipt bank
loans and long term bank loans.

                                       10
<PAGE>

         Share  of  Profit  of  Affiliates.  Consolidated  share  of  profit  of
affiliates  totaled  $639,000 during the quarter ended June 30, 2001 as compared
to nil during the quarter ended June 30, 2000.  Consolidated  share of profit of
affiliates  represents the Company's 31.4% interest in HFGTL Group,  including a
49.9%  interest in NEI Group  owned by HFGTL.  Pro forma  consolidated  share of
profit of  affiliates  totaled  $639,000 for the quarter ended June 30, 2001 and
$749,000 for the quarter ended June 30, 2000.

         Income Taxes. Consolidated income taxes for the three months ended June
30, 2001 was $89,000 as compared to $205,000 for the three months ended June 30,
2000. The decrease in  consolidated  income tax expense was  attributable to the
reclassification   of  HFGTL  Group  as  affiliates   following  the  New  ePoch
Transaction  in August  2000.  Pro forma  consolidated  income tax expense  were
$89,000 for the 2001 quarter and $64,000 for the 2000 quarter.

         HFGTL  Group.  Income tax expense of HFGTL Group was  $282,000  for the
three  months ended June 30,  2001,  an increase of 37.6% from  $205,000 for the
three months  ended June 30,  2000.  The increase in income tax expense of HFGTL
Group for the quarter was primarily attributable to the 50-50 offshore claims in
reporting  its Hong Kong profit tax for the 2000  quarter  which claims were not
yet concluded with inland revenue during the 2001 quarter.

         Minority  Interest.  Consolidated  minority interest was nil during the
quarter ended June 30, 2001 as compared to  $1,105,000  during the quarter ended
June  30,  2000.  The  decrease  in  minority   interest  was   attributable  to
reclassification  of HFGTL  Group  from as  subsidiaries  to  become  affiliates
following the New ePoch Transaction.  Pro forma  consolidated  minority interest
was nil for the quarters ended June 30, 2001 and 2000.

Financial Condition, Liquidity and Capital Resources

         The Company had no cash  balance and had a working  capital  deficit of
$303,000   at  both  June  30,  2001  and  March  31,   2001.   Because  of  the
reclassification of HFGTL Group as affiliates,  the Company's balance sheet does
not include any of the assets and liabilities of HFGTL Group.

         For the three  months ended June 30, 2001 no cash was used in operating
activities as compared to net cash used in operating  activities of $3.2 million
for the  corresponding  period of the prior year.  This change resulted from the
reclassification of HFGTL Group as affiliates.

         No cash was used in investing  activities during the three months ended
June 30, 2001 compared with  $226,000  used in investing  activities  during the
three months ended June 30, 2000. This change resulted from the reclassification
of HFGTL Group as affiliates.

         No cash was  provided by financing  activities  during the three months
ended June 30, 2001 compared with $1.8 million  provided during the three months
ended June 30, 2000.  This change  resulted from the  reclassification  of HFGTL
Group as affiliates.

         The  Company  had no long term debt at both June 30, 2001 and March 31,
2001.  This was  attributable  to the  reclassification  of HFGTL  Group from as
consolidated subsidiaries to become as affiliates.

                                       11
<PAGE>

         As the  Company has no  operations  other than those  conducted  by its
affiliates,  HFGTL Group, the Company has limited liquidity and capital resource
requirements.  Management  believes  that its  current  financial  condition  is
sufficient to meet the Company's  anticipated needs for at least the next twelve
months and HFGTL  Group's  cash and working  capital is  sufficient  to meet its
anticipated needs for at least the next twelve months.

Item 3.  Quantitative and Qualitative Disclosure About Market Risk

         The Company has no material market risk.

         Sales of the Company's  affiliates,  HFGTL Group,  are  denominated  in
Renminbi  (the  "Rmb"),  U.S.  dollars  or  Hong  Kong  dollars.   Any  material
fluctuation in the value of the Rmb, the Hong Kong dollars  relative to the U.S.
dollars would have significant impact on HFGTL Group's operating results.

         In order to minimize its exposure to  fluctuations in the exchange rate
of Rmb, HFGTL Group utilities its Rmb revenue to settle the expenses denominated
in Rmb incurred in the purchase of raw materials and its  production  facilities
in the PRC. Only the unused Rmb may be subjected to exchange  risk. In addition,
HFGTL  Group's  currency  risk during the three  months  ended June 30, 2001 was
immaterial as a result of the "peg" of Hong Kong dollars to the U.S. dollars and
therefore no derivative contracts such as forward contracts and options to hedge
against foreign exchange fluctuations was considered or made.

         HFGTL Group's  interest  expense is subject to the fluctuations of Hong
Kong interest rates. The interest rates on the bank  installment  loans of HFGTL
Group, in the principal amount of approximately  $8.8 million,  ranged from Hong
Kong prime  lending  rate less 1.75% to Hong Kong prime  lending  rate plus 3.5%
during the three  months  ended June 30,  2001.  HFGTL Group does not  currently
hedge its interest rate exposure as HFGTL Group  considers that there are (i) no
significant  changes in Hong Kong interest rates in the foreseeable  future, and
(ii) no adversely  effects on its operation and cash flow even if the applicable
prime lending interest rate is increased by 1% in Hong Kong.

                           PART II - OTHER INFORMATION

Item 6.      Exhibits and Reports on Form 8-K

                  (a)      Exhibits

                  None

                  (b)      Reports on Form 8-K

                  None

                                       12
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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:   September 19, 2001
                                         By:   /s/ Lam Sai Wing
                                            -------------------------------
                                               Lam Sai Wing, President and
                                               Chief Executive Officer

    Dated:   September 19, 2001
                                         By:   /s/ Chan Yam Fai, Jane
                                            -------------------------------
                                               Chan Yam Fai, Jane
                                               Chief Financial Officer