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 December 31, 2000

                                       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  December  31,  2000,  12,800,000  shares of Common  Stock of the
issuer were outstanding.
<PAGE>

                         S.W. LAM, INC. AND SUBSIDIARIES

                                      INDEX


<TABLE>

                                                                                           Page
                                                                                           Number
                                                                                          --------
<S>                                                                                       <C>

PART I - FINANCIAL INFORMATION

         Item 1.  Financial Statements

                  Consolidated Balance Sheets - March 31, 2000 and December 31, 2000............1

                  Consolidated Statements of Operations - For the three months and nine
                  months ended December 31, 1999 and 2000.......................................2

                  Consolidated Statements of Cash Flows - For the nine months ended
                  December 31, 1999 and 2000....................................................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....................15

PART II - OTHER INFORMATION

         Item 6.  Exhibits and Reports on Form 8-K.............................................16

SIGNATURES.....................................................................................16
</TABLE>
<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

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

                                                           March 31,     December 31,
ASSETS                                                       2000            2000
                                                         -------------   ------------
<S>                                                      <C>             <C>

Current assets:
  Cash and cash equivalents                                $ 19,562           $ 91
  Accounts receivable, net                                   19,450              0
  Inventories                                                26,604              0
  Prepayments and other current assets                          391              0
                                                          ---------      ---------
     Total current assets                                    66,007             91

Property, plant and equipment, and capital leases, net       29,158              0
Interest in associates                                            0         20,424
                                                         ----------      ---------
     Total assets                                           $95,165        $20,515
                                                         ==========      =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Short-term bank borrowings                               $ 28,485              0
  Long-term bank loans, current portion                         273              0
  Capital lease obligations, current portion                  1,636              0
  Accounts payable                                            3,668              0
  Accrued liabilities                                         1,240              0
  Income tax payable                                          5,177              0
  Due to a director                                             568            395
                                                         ----------      ---------
     Total current liabilities                               41,047            395

Long-term bank loans, non-current portion                       805              0
Capital lease obligations, non-current portion                  898              0
Deferred taxation                                             1,719              0
                                                         ----------      ---------
      Total liabilities                                      44,469            395
                                                         ----------      ---------

Minority Interest                                            23,885              0
                                                         ----------      ---------

Stockholders' Equity:
  Preferred stock                                                 0              0
  Common stock                                                   13             13
  Additional paid-in capital                                    508            508
  Retained earnings                                          26,290         19,599
                                                         ----------      ---------
     Total stockholders' equity                              26,811         20,120
                                                         ----------      ---------
     Total liabilities and stockholders' equity             $95,165        $20,515
                                                         ==========      =========

</TABLE>

        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              Nine Months Ended
                                                      December 31,                    December 31,
                                                 ----------------------         -------------------------
                                                 1999             2000           1999              2000
                                                 -----           ------         -------           -------
<S>                                            <C>             <C>             <C>             <C>

Total revenues                                $ 31,258        $       0        $ 84,823         $ 43,502

Cost of sales and services                     (23,399)               0         (63,944)         (32,276)
                                               --------        ---------       ---------         --------

        Gross profit                             7,859                0          20,879           11,226

Selling, general and
 administrative expenses                        (3,992)              (6)        (10,818)          (6,713)
                                               --------        ---------       ---------         --------

        Operating income                         3,867               (6)         10,061            4,513
                                               --------        ---------       ---------         --------

Other income (expense), net:
  Interest expense                                (568)               0          (1,593)            (915)
  Interest income                                  228                0             542              407
  Other income                                      13                0              45               80
  Share of profit of associates                      0              892               0            1,041
  Gain on dilution of equity interest
       of associates                                 0                0               0              479
   Loss on disposal of subsidiaries-
       dilution of interest                          0                0               0          (10,090)
                                               --------        ---------       ---------         --------
        Total other income (expense), net         (327)             892          (1,006)          (8,998)
                                               --------        ---------       ---------         --------

Income (Loss) before income taxes                3,540              886           9,055           (4,485)

Provision for income taxes
       Group                                      (577)               0          (1,454)            (320)
       Associates                                    0              (81)              0             (101)
                                               --------        ---------       ---------         --------

Income before minority interest                  2,963              805           7,601           (4,906)

Minority interest                               (1,394)               0          (3,577)          (1,785)
                                               --------        ---------       ---------         --------

Net income (Loss)                              $ 1,569       $      805         $ 4,024          $(6,691)
                                               ========        =========       =========         ========

Basic income (loss) per share                    $0.12            $0.06           $0.31          $(0.52)
                                               ========        =========       =========         ========

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>

                                                                Nine Months Ended December 31,
                                                                   1999                 2000
                                                                ---------            ---------
<S>                                                             <C>                 <C>

Cash flows from operating activities:
Net income (loss)                                                $ 4,024            $ (6,691)
Adjustments to reconcile net income (loss) to net cash
    provided by operating activities:
    Depreciation of property, plant and equipment                  5,276               3,549
    Gain on dilution of equity interest of associates                  0                (479)
    Loss on disposal of subsidiaries-dilution of interest              0              10,090
    Minority interest                                              3,577               1,785
    Share of profit of associates                                      0                (940)
(Increase) Decrease in operating assets:
    Accounts receivable, net                                      (3,939)             (3,741)
    Inventories                                                   (9,966)            (10,131)
    Prepayments and other current assets                              55                (621)
(Decrease) Increase in operating liabilities:
     Accounts payable                                               (674)                597
     Accrued liabilities                                              54                   9
     Due to associates                                                 0                  28
     Due to a director                                               (41)                453
     Income taxes payable                                          1,466                 321
                                                                --------             ---------
     Net cash used in operating activities                          (168)             (5,771)
                                                                --------             ---------

Cash flows from investing activities:
Additions to property, plant and equipment                        (9,077)             (5,281)
Net cash outflow from disposal of subsidiaries                         0             (17,867)
                                                                ---------            ---------
      Net cash used in investing activities                       (9,077)            (23,148)
                                                                ---------            ---------

Cash flows from financing activities:
Payment of dividends                                              (1,849)                  0
Net increase in short-term bank borrowings                        10,223              10,294
Increase in capital lease obligations                              1,934                   0
Repayment of capital element of capital lease obligations         (1,137)               (736)
Additions of long-term bank loans                                    258                   0
Decrease in long-term bank loans                                    (528)               (110)
                                                                ---------            ---------
       Net cash provided by financing activities                   8,901               9,448
                                                                ---------            ---------
Net decrease in cash and cash equivalents                           (344)            (19,471)

Cash and cash equivalents, as of beginning of period              16,702              19,562
                                                                ---------            ---------

Cash and cash equivalents, as of end of period                  $ 16,358             $    91
                                                                =========            =========
</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)
                                December 31, 2000

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"),  all of its wholly owned and
     majority owned subsidiary  companies (together the "Group"),  and change of
     majority owned subsidiary companies to associates of the Company. The March
     31, 2000 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, 2000. 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, 2001.

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.

3.   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:

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

     b.   HFGTL and its subsidiaries (including associated company)(collectively
          referred  to as  the  "HFGTL  Group")  are  classified  as  associates
          following the New ePoch Transaction;


                                       4
<PAGE>

                         S.W. LAM, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)
                                   (Unaudited)
                                December 31, 2000

3.   DILUTION OF INTEREST IN OPERATING SUBSIDIARY (Cont'd)

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

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

     e.   the Company  reported a loss on disposal of  subsidiaries  relating to
          the decrease in the Company's  ownership  percentage in HFGTL based on
          the  difference in the  Company's  interest in the net assets value of
          HFGTL  Group  prior to the New  ePoch  Transaction  and the  Company's
          interest  in the net assets  value of HFGTL  Group after the New ePoch
          Transaction, computed as follows:

                                                                    US$000

                    Net assets value of HFGTL Group
                    at August 23, 2000                              54,793
                    Less: Minority interest                        (25,670)
                                                                   --------
                    Net assets value of the Company's interest
                    in HFGTL Group at August 23, 2000               29,123

                    Less: the Company's interest retained in
                    HFGTL Group after New ePoch Transaction        (19,033)
                                                                   --------

                    Loss on disposal - dilution of interest         10,090
                                                                   ========

     f.   the Company reported a gain on dilution of equity interest relating to
          the HFGTL Placement based on the difference in the Company's  interest
          in the net assets  value of HFGTL Group  prior to the HFGTL  Placement
          and the  Company's  interest  in the net assets  value of HFGTL  Group
          after the HFGTL Placement, computed as follows

                                                                    US$000
                    Interest in associates after HFGTL
                    Placement                                       19,530
                    Interest in associates prior to HFGTL
                    Placement                                      (19,051)
                                                                   --------
                    Gain on dilution of equity interest                479
                                                                   ========

                                       5

<PAGE>
                         S.W. LAM, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)
                                   (Unaudited)
                                December 31, 2000

4.   PRO FORMA INFORMATION

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

                 PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
              For the Nine Months Ended December 31, 1999 and 2000
                                     US $000
                                   (Unaudited)


                                                        1999             2000
                                                       ------           ------
     Total revenues                                  $       0        $      0

     Selling, general and administrative expenses            0             (28)
                                                      --------         --------

     Operating income (loss)                                 0             (28)

     Share of profit of associates                       2,826           2,225
     Loss on disposal of subsidiaries
          - dilution of interest                        (5,840)              0
                                                      --------         --------

     Income (loss) before income taxes                  (3,014)          2,197

     Provision for income taxes:
         Group                                               0               0
         Associates                                       (457)           (201)
                                                      ---------        --------

     Net income (loss)                                  (3,471)          1,996
                                                      =========        ========

                                       6
<PAGE>
                         S.W. LAM, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)
                                   (Unaudited)
                                December 31, 2000

5.   ASSOCIATED COMPANY DISCLOSURE

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

     The following table presents operating results of HFGTL Group and NEI Group
     for the three and nine months ended December 31, 2000 (in US$,000s):
<TABLE>

                                                       HFGTL Group                            NEI Group
                                            ------------------------------------    -------------------------------
                                             Three Months        Nine Months      Three Months        Nine Months
                                                Ended               Ended            Ended               Ended
                                             December 31         December 31      December 31         December 31
                                                 2000               2000             2000                 2000
                                            --------------      -------------    --------------      --------------
<S>                                         <C>                 <C>              <C>                 <C>

         Total revenues                     $     47,776        $  103,062       $        0    $            0

         Cost of sales and service               (39,391)          (80,383)               0                 0
                                             -----------         ----------      ------------        -----------

         Gross profit                              8,385            22,679                0                 0

         Selling, general
            and administrative expenses           (4,375)          (13,087)            (458)             (891)
                                             ------------        ----------      ------------        -----------

         Operating income (loss)                   4,010             9,592             (458)             (891)

         Interest income (expense), net             (695)           (1,671)             (25)              (33)

         Other income (expenses), net                 22               109             (516)             (967)

         Share of loss
            of associates                           (499)             (593)               0                 0
                                            -------------      ------------      -----------       ------------

         Income (loss) before income taxes         2,838             7,437             (999)           (1,891)

         Provision for income taxes                 (257)             (642)               0                 0
                                            -------------      ------------      -----------       ------------

         Net income (loss)                  $      2,581       $     6,795       $     (999)          $(1,891)
                                            =============      ============      ===========       ============

</TABLE>

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  individual  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  associated company) are
classified as  associates  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;  the Company's
investment  in HFGTL is reported on the balance sheet under the equity method of
accounting;  the Company reported a loss on disposal of subsidiaries relating to
the  decrease  in the  Company's  ownership  percentage  in  HFGTL  based on the
difference  in the  Company's  interest  in the net assets  value of HFGTL Group
prior to the New ePoch Transaction and the Company's  interest in the net assets
value of HFGTL Group after the New ePoch Transaction; and the Company reported a
gain on dilution of equity interest relating to the HFGTL Placement based on the
difference  in the  Company's  interest  in the net assets  value of HFGTL Group
prior to the HFGTL Placement and the Company's  interest in the net assets value
of HFGTL Group after the HFGTL Placement.

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  associated  company)  changed  from  subsidiaries  to
associates of the Company.

                                       8
<PAGE>


         Because  the three and nine  month  periods  ended  December  31,  2000
account  for  HFGTL  and its  subsidiaries  (including  associated  company)  as
associates of the Company,  prior year comparative  financial information may be
of limited value.

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 associates. 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  associates,  HFGTL Group and NEI Group,  which results
are not included in the consolidated results of operations of the Company.

Quarter Ended December 31, 2000 Compared to Quarter Ended December 31, 1999

<TABLE>
                                                                                                                   Pro Forma
                                            HFGTL Group               NEI Group             Consolidated          Consolidated
Quarter ended December 31,               1999         2000       1999         2000       1999        2000       1999        2000
(in US`000s)                           ---------    --------   ---------    ---------  --------     --------  --------    --------
        <S>                          <C>           <C>         <C>         <C>         <C>          <C>       <C>         <C>

         Revenues                    $   31,258   $   47,776    $     0     $      0   $  31,258    $     0   $     0     $     0
         Cost of sales and services     (23,399)     (39,391)         0            0     (23,399)         0         0           0
         Gross profit                     7,859        8,385          0            0       7,859          0         0           0
         Selling, general and
            administrative expenses      (3,977)      (4,375)       (41)        (458)     (3,992)        (6)        0          (6)
                                     -----------   ----------    --------    --------  ----------    --------  -------     --------
         Operating income (loss)          3,882        4,010        (41)        (458)      3,867         (6)        0          (6)
         Interest expense, net             (340)        (695)         0          (25)      (340)          0         0           0
         Other income (loss), net            13           22       (115)        (516)        13           0         0           0
         Share of profit (loss) of
         associates                           0         (499)       (24)           0          0         892     1,088         892
                                     -----------   ----------    --------    --------  ----------    --------  -------     --------
         Income (loss) before
            income taxes                  3,555        2,838       (180)        (999)     3,540         886     1,088         886
         Provision for income taxes
            Group                          (577)        (257)         0            0       (577)          0         0           0
            Associates                        0            0          0            0          0         (81)     (180)        (81)
         Minority interest                    0            0          0            0     (1,394)          0         0           0
                                     -----------   ----------    --------    --------  ----------    --------  -------     --------
         Net income (loss)           $    2,978    $   2,581    $  (180)     $  (999)  $  1,569     $   805   $   908       $ 805
                                     ===========   ==========    ========    ========  ==========    ========  =======     ========
</TABLE>


         Revenues and Gross Profit.  Consolidated  revenues for the three months
ended December 31, 2000 were $0 as compared to $31,258,000  for the three months
ended December 31, 1999. The decrease in consolidated  revenues was attributable
to the  reclassification  of  HFGTL  as an  associate  following  the New  ePoch
Transaction in August 2000. Pro forma consolidated revenues were $0 for both the
1999 and 2000 quarters.

         HFGTL Group.  Total  revenues of HFGTL Group were  $47,776,000  for the
three months ended December 31, 2000, an increase of 52.8% from  $31,258,000 for
the three  months ended  December  31,  1999.  The increase in revenues of HFGTL
Group for the quarter was  primarily  attributable  to expansion  of  production
facilities to meet increasing  demand, new products design, increased  marketing
efforts and adoption of more competitive pricing strategy.

                                       9
<PAGE>

     Geographically,  within  Southeast Asia  (including  Hong Kong and the PRC)
sales by HFGTL Group increased 160% to $37,398,000 during the three months ended
December  31,  2000 from  $14,379,000  during the same period in the prior year.
Sales  within  Southeast  Asia  accounted  for 78.2% of total  sales  during the
current  period as  compared  to 46% during the same  period in the prior  year.
Sales within the region increased due to improving economic conditions and extra
marketing  effort in  particular  in the PRC  during  the  period  following  an
extended  period of  weakness  from late 1997 to early 1999 which was  partially
offset by pricing  competition  and  additional  sales  during  the 1999  period
relating to the Millennium. Sales in Hong Kong increased approximately 288.5% to
$12,146,000 for the three months ended December 31, 2000 from $3,126,000 for the
same period of the prior year. Sales in the PRC increased  approximately  210.5%
to $18,443,000  for the three months ended December 31, 2000 from $5,939,000 for
the same period of the prior year.  Sales in Southeast  Asia (not including Hong
Kong and the PRC) during the three  months  ended  December  31, 2000  increased
28.1% to $6,809,000 from $5,314,000 for the same period in the prior year.

     Outside of Asia (in the United States,  Europe and the Middle East),  HFGTL
Group  experienced a 38% decrease in sales with these sales accounting for 21.8%
of total sales in the three months ended December 31, 2000 as compared to 54% of
total sales in the same period of the prior year.  The decrease in sales outside
of Asia was  attributable  to  increased  marketing  efforts and strong  product
demand which accompanied improved economic conditions in Southeast Asia regions.
Sales in Europe decreased approximately 38.8% to $4,593,000 for the three months
ended  December 31, 2000 from  $7,502,000  in the same period of the prior year.
Sales in the Middle East were down during the three  months  ended  December 31,
2000,  decreasing  approximately 31.6% to $2,138,000 from $3,126,000 in the same
period of the prior year.  Sales in the United  States  decreased  approximately
40.5% to  $3,717,000  during  the three  months  ended  December  31,  2000 from
$6,252,000 in the same period of the prior year.

     Gross profit of HFGTL  increased by 6.7% to $8.4 million during the current
period from $7.9 million  during the same period in the prior  fiscal year.  The
increase in gross profit was mainly  attributable  to the increase in net sales.
Gross margin  decreased  to 17.6% in the current  period from 25.1% in the prior
fiscal year period.  The decrease in gross profit  percentage during the current
period was  primarily  attributable  to adoption of a more  competitive  pricing
strategy.

     NEI Group.  Total  revenues of NEI Group were $0 during the quarters  ended
December 31, 1999 and 2000. NEI Group operations during the current quarter were
focused on developing and facilitating e-commerce trading facilities between the
PRC and the rest of the world.

     Operating  Expenses.  Consolidated  operating expenses for the three months
ended  December  31, 2000 were $6,000 as  compared to  $3,992,000  for the three
months ended December 31, 1999. The decrease in consolidated  operating expenses
was attributable to the  reclassification of HFGTL as an associate following the
New ePoch Transaction in August 2000. Pro forma consolidated  operating expenses
were $6,000 for the 2000 quarter and $0 for the 1999 quarter.

     HFGTL Group.  Total  operating  expenses of HFGTL Group were $4,375,000 for
the three months ended  December 31, 2000,  an increase of 10% from  $3,977,000
for the three months ended December 31, 1999. The increase in operating expenses
of HFGTL Group for the quarter was primarily  attributable to increased  salary,
selling  expenses  and  depreciation  expenses  to  support  increased  business
operations.

                                       10
<PAGE>

     NEI Group.  Total  operating  expenses of NEI Group were  $458,000  for the
three months ended  December 31, 2000,  an increase of 1,017.1% from $41,000 for
the three months ended December 31, 1999. The increase in operating  expenses of
NEI Group for the quarter was primarily  attributable to the limited  operations
conducted by NEI Group in the prior year period  following  the formation of NEI
Group in November 1999.

         Interest Expense,  Net.  Consolidated  interest  expense,  net, for the
three  months  ended  December  31, 2000 was $0 as compared to $340,000  for the
three months ended December 31, 1999. The decrease in consolidated  net interest
expense  was  attributable  to the  reclassification  of HFGTL  as an  associate
following the New ePoch  Transaction in August 2000. Pro forma  consolidated net
interest expense were $0 for the 2000 quarter and 1999 quarter.

         HFGTL Group.  Net interest  expense of HFGTL Group was $695,000 for the
three months ended  December 31, 2000,  an increase of 104.4% from  $340,000 for
the three months ended December 31, 1999.  The increase in net interest  expense
of HFGTL Group for the quarter was  primarily  attributable  to increased  trust
receipt bank loans.

         Share  of  Profit  of  Associates.  Consolidated  share  of  profit  of
associates  totaled  $892,000  during the  quarter  ended  December  31, 2000 as
compared to $0 during the quarter ended December 31, 1999. Consolidated share of
profit of associates represents the Company's 31.4% interest in HFGTL, including
a 49.9% interest in NEI owned by HFGTL. Pro forma  consolidated  share of profit
of  associates  totaled  $892,000  for the quarter  ended  December 31, 2000 and
$1,088,000 for the quarter ended December 31, 1999.

         Income Taxes. Consolidated income taxes, including share of associates'
income tax, for the three months ended December 31, 2000 was $81,000 as compared
to $577,000  for the three  months  ended  December  31,  1999.  The decrease in
consolidated  income tax expense was  attributable  to the  reclassification  of
HFGTL as an associate  following the New ePoch  Transaction  in August 2000. Pro
forma  consolidated  income tax expense  were  $81,000 for the 2000  quarter and
$180,000 for the 1999 quarter.

         HFGTL  Group.  Income tax expense of HFGTL Group was  $257,000  for the
three months ended  December 31, 2000, a decrease of 55.5% from $577,000 for the
three  months ended  December  31,  1999.  The decrease in income tax expense of
HFGTL for the quarter was  primarily  attributable  to the provision of tax at a
rate of 8% during the 2000  quarter as compared to a rate of 16% during the 1999
quarter.

         Minority Interest. Consolidated minority interest totaled $0 during the
quarter  ended  December 31, 2000 as compared to  $1,394,000  during the quarter
ended December 31, 1999. The decrease in minority  interest was  attributable to
reclassification  of HFGTL from as subsidiary  to become an associate  following
the New ePoch Transaction.  Pro forma consolidated  minority interest was $0 for
the quarters ended December 31, 1999 and 2000.

                                       11
<PAGE>

Nine Months Ended  December 31, 2000 Compared to Nine Months Ended  December 31,
1999

<TABLE>
                                                                                                                    Pro Forma
                                             HFGTL Group             NEI Group             Consolidated           Consolidated
                                      -----------------------  ---------------------  ----------------------   ---------------------
Nine months ended December 31,           1999          2000      1999         2000      1999           2000      1999          2000
(in US`000s)                          ----------     --------  --------     --------  --------       -------   -------       -------
        <S>                           <C>           <C>        <C>          <C>       <C>           <C>        <C>           <C>

         Revenues                     $ 84,823      $ 103,062   $    0      $     0   $ 84,823      $ 43,502    $    0       $    0
         Cost of sales and services    (63,944)       (80,383)       0            0    (63,944)      (32,276)        0            0
                                      ---------      --------- --------     --------  ---------     ---------    ------       ------
         Gross profit                   20,879         22,679        0            0     20,879        11,226         0            0
         Selling, general and
            administrative expenses    (10,784)       (13,087)     (41)        (891)   (10,818)        6,713         0          (28)
                                      ---------      --------- --------     --------  ---------     ---------    ------       ------
         Operating income (loss)        10,095          9,592      (41)        (891)    10,061         4,513         0          (28)
         Interest expense, net          (1,051)        (1,671)       0          (33)    (1,051)         (508)        0            0
         Other income (loss), net           45            109     (115)        (967)        45            80         0            0
         Share of profit (loss) of
         associates                          0           (593)     (24)           0          0         1,041     2,826        2,225
         Gain on dilution of equity
            interest of associates           0              0        0            0          0           479         0            0
         Loss on disposal of subsidiaries
            - dilution of interest           0              0        0            0          0       (10,090)   (5,840)           0
                                      ---------      --------- --------     --------  ---------     ---------    ------       ------
         Income (loss) before
            income taxes                 9,089          7,437     (180)      (1,891)     9,055        (4,485)   (3,014)       2,197
         Provision for income taxes
            Group                       (1,454)          (642)       0            0     (1,454)         (320)        0            0
            Associates                       0              0        0            0          0          (101)     (457)        (201)
         Minority interest                   0              0        0            0     (3,577)       (1,785)        0            0
                                      ---------      --------- --------     --------  ---------     ---------    ------       ------
         Net income (loss)           $   7,635        $ 6,795  $  (180)    $ (1,891)   $ 4,024       $(6,691)  $(3,471)    $  1,996
                                      =========      ========= ========     ========  =========     =========    ======       ======
</TABLE>

     Revenues and Gross Profit.  Consolidated revenues for the nine months ended
December  31, 2000 were  $43,502,000  as compared  to  $84,823,000  for the nine
months  ended  December  31, 1999.  The  decrease in  consolidated  revenues was
attributable to the  reclassification of HFGTL as an associate following the New
ePoch  Transaction in August 2000. Pro forma  consolidated  revenues were $0 for
both the 1999 and 2000 quarters.

     HFGTL  Group. Total  revenues of HFGTL Group were $103,062,000 for the nine
months ended  December 31, 2000, an increase of 21.5% from  $84,823,000  for the
nine months ended  December 31, 1999.  The increase in revenues of HFGTL for the
period was primarily  attributable to expansion of production facilities to meet
increasing demand, new products design, increased marketing efforts and adoption
of more competitive pricing strategy.

     Geographically,  within  Southeast Asia  (including  Hong Kong and the PRC)
sales by HFGTL Group increased 97.3% to $76,987,000 during the nine months ended
December  31,  2000 from  $39,019,000  during the same period in the prior year.
Sales  within  Southeast  Asia  accounted  for 74.7% of total  sales  during the
current  period as  compared  to 46% during the same  period in the prior  year.
Sales within the region increased due to improving economic conditions and extra
marketing  effort in  particular  in the PRC  during  the  period  following  an
extended  period of  weakness  from late 1997 to early 1999 which was  partially
offset by pricing  competition  and  additional  sales  during  the 1999  period
relating to the Millennium. Sales in Hong Kong increased approximately 173.4% to
$23,189,000  for the nine months ended December 31, 2000 from $8,482,000 for the
same period of the prior year. Sales in the PRC increased  approximately  144.3%
to $39,369,000 for the nine months ended December 31, 2000 from  $16,117,000 for
the same period of the prior year.  Sales in Southeast  Asia (not including Hong
Kong and the PRC) during the nine months  ended  December  31, 2000 were flat at
$14,429,000 compared to $14,420,000 for the same period in the prior year.

     Outside of Asia (in the United States,  Europe and the Middle East),  HFGTL
Group  experienced  a 43.1%  decrease in sales with these sales  accounting  for
25.3% of total sales in the nine months  ended  December 31, 2000 as compared to
54% of total sales in the same period of the prior year.  The  decrease in sales
outside of Asia was  attributable  to  increased  marketing  efforts  and strong
product demand which accompanied  improved economic conditions in Southeast Asia
regions.  Sales in Europe  decreased  approximately  51.4% to $9,894,000 for the
nine months ended  December 31, 2000 from  $20,358,000 in the same period of the
prior year.  Sales in the Middle  East were down  during the nine  months  ended
December 31, 2000, decreasing  approximately 31.6% to $6,390,000 from $8,482,000
in the same  period of the prior  year.  Sales in the  United  States  decreased
approximately 42.3% to $9,791,000 during the nine months ended December 31, 2000
from $16,965,000 in the same period of the prior year.

                                       12
<PAGE>

     Gross profit of HFGTL Group  increased by 8.6% to $22.7 million  during the
current  period from $20.9  million  during the same period in the prior  fiscal
year.  The increase in gross profit was mainly  attributable  to the increase in
net sales. Gross margin decreased to 22% in the current period from 17.6% in the
prior fiscal year period.  The  decrease in gross profit  percentage  during the
current  period was  primarily  attributable  to adoption of a more  competitive
pricing strategy.

     NEI Group. Total revenues of NEI Group were $0 during the nine months ended
December 31, 1999 and 2000. NEI Group operations  during the current period were
focused on developing and facilitating e-commerce trading facilities between the
PRC and the rest of the world.

     Operating  Expenses.  Consolidated  operating  expenses for the nine months
ended December 31, 2000 were  $6,713,000 as compared to $10,818,000 for the nine
months ended December 31, 1999. The decrease in consolidated  operating expenses
was attributable to the  reclassification of HFGTL as an associate following the
New ePoch Transaction in August 2000. Pro forma  consolidated  operating expense
were $28,000 for the 2000 period and $0 for the 1999 period.

         HFGTL Group.  Total operating  expenses of HFGTL Group were $13,087,000
for the nine  months  ended  December  31,  2000,  an  increase  of  21.4%  from
$10,784,000  for the nine  months  ended  December  31,  1999.  The  increase in
operating  expenses  of HFGTL  for the  period  was  primarily  attributable  to
increased  salary,   selling  expenses  and  depreciation  expenses  to  support
increased business operations.

         NEI Group.  Total operating expenses of NEI Group were $891,000 for the
nine months ended  December 31, 2000,  an increase of 2,073.2%  from $41,000 for
the nine months ended December 31, 1999.  The increase in operating  expenses of
NEI Group for the period was primarily  attributable  to the limited  operations
conducted by NEI Group in the prior year period  following  the formation of NEI
Group in November 1999.

         Interest Expense, Net. Consolidated interest expense, net, for the nine
months ended  December 31, 2000 was $508,000 as compared to  $1,051,000  for the
nine months ended December 31, 1999. The decrease in  consolidated  net interest
expense  was  attributable  to the  reclassification  of HFGTL  as an  associate
following the New ePoch  Transaction in August 2000. Pro forma  consolidated net
interest expense were $0 for the 2000 period and 1999 period.

                                       13
<PAGE>

     HFGTL Group.  Net interest  expense of HFGTL Group was  $1,671,000  for the
nine months ended December 31, 2000, an increase of 59% from  $1,051,000 for the
nine months ended  December 31,  1999.  The increase in net interest  expense of
HFGTL for the period was primarily  attributable to increased trust receipt bank
loans.

     Gain on Dilution of Equity Interest of Associates.  The Company  reported a
gain  during the  period in the amount of  $479,000  on the  dilution  of equity
interest of HFGTL as a result of the HFGTL Placement.

     Loss on Disposal of Subsidiaries-Dilution of Interest. The Company reported
a loss  during the period in the amount of  $10,090,000  on the  dilution of the
Company's effective  ownership interest in HFGTL from 53.145% to 35% as a result
of the New ePoch Transaction.

     Share of Profit of Associates.  Consolidated  share of profit of associates
totaled $1,041,000 during the nine months ended December 31, 2000 as compared to
$0 during the nine months ended December 31, 1999.  Consolidated share of profit
of associates represents the Company 31.4% interest in HFGTL,  including a 49.9%
interest  in NEI  owned by  HFGTL.  Pro  forma  consolidated  share of profit of
associates  totaled  $2,225,000  for the nine months ended December 31, 2000 and
$2,826,000 for the nine months ended December 31, 1999.

     Income Taxes.  Consolidated  income taxes,  including shares of associates'
income tax, for the nine months ended December 31, 2000 was $421,000 as compared
to  $1,454,000  for the nine months ended  December  31,  1999.  The decrease in
consolidated  income tax expense was  attributable  to the  reclassification  of
HFGTL as an associate  following the New ePoch  Transaction  in August 2000. Pro
forma  consolidated  income tax expense  were  $201,000  for the 2000 period and
$457,000 for the 1999 period.

     HFGTL  Group.  Income tax expense of HFGTL Group was  $642,000 for the nine
months ended December 31, 2000, a decrease of 55.8% from $1,454,000 for the nine
months ended  December 31, 1999. The decrease in income tax expense of HFGTL for
the period was  primarily  attributable  to the provision of tax at a rate of 8%
during the 2000 period as compared to a rate of 16% during the 1999 period.

     Minority Interest. Consolidated minority interest totaled $1,785,000 during
the nine months  ended  December 31, 2000 as compared to  $3,577,000  during the
nine months  ended  December 31,  1999.  The  decrease in minority  interest was
attributable  to  reclassification  of HFGTL  from as  subsidiary  to  become an
associate following the New ePoch Transaction.  Pro forma consolidated  minority
interest was $0 for the nine months ended December 31, 1999 and 2000.

Financial Condition, Liquidity and Capital Resources

     The Company had a cash balance of $91,000 and a working  capital deficit of
$304,000 at December  31, 2000  compared to a cash  balance of  $19,562,000  and
working  capital of  $24,960,000 at March 31, 2000. The decrease in cash and the
working  capital  deficit  are  principally  due to the  change of HFGTL and its
subsidiaries   (including   associate   company)  to  become   associates   from
subsidiaries.

                                       14
<PAGE>

     For the nine months  ended  December  31,  2000 net cash used in  operating
activities  amounted to  $5,771,000  as  compared to net cash used in  operating
activities  of $168,000  for the  corresponding  period of the prior year.  This
change  resulted  primarily  from a  combination  of decreased net income before
minority  interest  whereas  instead of 100% of income  was taken  after the New
ePoch  Transaction,  only the  attributable  proportionate  share of  profit  in
associates  was taken and an  increase in accounts  receivable  and  inventories
which was  partially  set off by loss on disposal  (dilution  of  interests)  of
subsidiaries.

     Net cash used in investing  activities totaled  $23,148,000 during the nine
months ended December 31, 2000 compared with  $9,077,000  during the nine months
ended December 31, 1999.  This increase was  attributable to net cash outflow on
disposal  (dilution of interests) of  subsidiaries  as a result of the New ePoch
Transaction.

     Net cash provided by financing  activities  increased to $9,448,000  during
the nine months ended December 31, 2000 from  $8,901,000  during the nine months
ended December 31, 1999. The increase was primarily attributable to net variance
in bank borrowings and capital lease obligations.

     At December  31, 2000,  the Company had no long term debt  compared to long
term debt at March 31, 2000 of  $3,422,000.  The  decrease in long term debt was
primarily  attributable to the  reclassification  of HFGTL and its  subsidiaries
(including   associate  company)  from  a  consolidated   subsidiary  to  become
associates.

     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.

Certain Factors Affecting Future Operating Results

     Our  operating  results in the future  will be  materially  effected by the
reduction  of  our  ownership  interest  in  HFGTL.  We  will  only  report  our
proportionate  interest in the operating results of HFGTL Group going forward to
reflect  thereafter  the  acquisition  by HFGTL of New ePoch  Information  (BVI)
Company Limited.

ITEM 3.  Quantitative and Qualitative Disclosure About Market Risk

     The Company has no material market risk.

     Sales of the Company's associated company,  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.

                                       15
<PAGE>

     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 nine months ended  December 31, 2000 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  $3.2 million,  ranged from Hong Kong
prime  lending rate minus 1.75% to prime plus 2.75% during the nine months ended
December 31, 2000.  HFGTL does not currently hedge its interest rate exposure as
HFGTL believes 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


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

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