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, 2002

                                       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 of               (IRS Employer Identification No.)
 incorporation or organization)

                             Kaiser Estate, Phase II
                      28 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 February 1, 2003, 12,865,000 shares of Common Stock of the issuer
were outstanding.
<PAGE>

                                 S.W. LAM, INC.

                                      INDEX


<TABLE>

                                                                                  Page
                                                                                 Number

PART I - FINANCIAL INFORMATION
<S>                                                                                <C>

    Item 1.  Financial Statements

             Consolidated Balance Sheets - March 31, 2002 and December 31, 2002......2

             Consolidated Statements of Operations - For the three months and nine
             months ended December 31, 2001 and December 31, 2002....................3

             Consolidated Statements of Cash Flows - For the nine months ended
             December 31, 2001 and December 31, 2002.................................4

             Notes to Consolidated Financial Statements..............................5

    Item 2.  Management's Discussion and Analysis of Financial Condition
             and Results of Operations...............................................9

    Item 3.  Quantitative and Qualitative Disclosure About Market Risk..............19

    Item 4.  Controls and Procedures................................................19

PART II - OTHER INFORMATION

    Item 6.  Exhibits and Reports on Form 8-K.......................................20

SIGNATURES..........................................................................20

CERTIFICATIONS......................................................................21

</TABLE>

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

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


                                                     March 31,     December 31,
ASSETS                                                 2002           2002
                                                   ------------   --------------

Current assets:
     Cash and cash equivalents                      $       0       $       0

Investment in affiliates                               21,707          23,276
                                                   ----------       ----------
     Total assets                                   $  21,707       $  23,276
                                                   ==========       ==========

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                                20,863           22,432
                                                   ----------       ----------
      Total stockholders' equity                      21,404           22,973
                                                   ----------       ----------
      Total stockholders' equity and liabilities    $ 21,707        $  23,276
                                                   ==========       ==========




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


<PAGE>

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

<TABLE>

                                     Three Months Ended                  Nine Months Ended
                                        December 31,                        December 31,
                                -----------------------------    -------------------------------
                                   2001              2002            2001               2002
                                -------------    ------------    ------------    ---------------
<S>                             <C>              <C>             <C>             <C>

Total revenues                         $   0          $    0           $   0             $    0

Cost of sales and services                 0               0               0                  0
                                -------------    ------------    ------------    ---------------

     Gross profit                          0               0               0                  0

Selling, general and
  administrative expense                 (16)           (235)            (47)              (263)
Interest expense, net                      0               0               0                  0
Gain on dilution of equity
  interest in affiliates                   0               0               0                 19
Share of profit of affiliates            317             795           1,219              1,813
                                -------------    ------------    ------------    ---------------

Income before income taxes               301             560           1,172              1,569

Provision for income taxes                 0               0               0                  0
                                -------------    ------------    ------------    ---------------

Net income                            $  301          $  560         $ 1,172            $ 1,569
                                =============    ============    ============    ===============

Basic income per share                $ 0.02         $  0.04         $  0.09            $  0.12
                                =============    ============    ============    ===============

Weighted average shares
  outstanding                     12,865,000      12,865,000      12,865,000         12,865,000
                                =============    ============    ============    ===============
</TABLE>



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

<PAGE>

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


                                                             Nine Months Ended December 31,
                                                            -------------------------------
                                                               2001                 2002
                                                            ----------            ---------
<S>                                                        <C>                   <C>

Cash Flows from Operating Activities
-------------------------------------

Net income                                                   $   1,172            $  1,569
Adjustments to reconcile net income to net
  cash used in operating activities:
     Gain on dilution of equity interest in affiliates               0                 (19)
     Share of profit of affiliates                              (1,219)             (1,813)
Increase in operating assets                                         0                   0
Increase in operating liabilities                                    0                   0
                                                             ----------          ----------
     Net cash used in operating activities                   $     (47)           $   (263)
                                                             ----------          ----------

Cash Flows from Investing Activities
------------------------------------

Increase in amount due to affiliates                                47                 263
                                                             ----------          ----------
      Net cash provided by investing activities              $      47            $    263
                                                             ----------          ----------

Cash Flows from Financing Activities
------------------------------------

     Net cash provided by financing activities               $      0             $      0
                                                             ----------          ----------

Net increase in cash and cash equivalents                           0                    0
Cash and cash equivalents, as of beginning of period                0                    0
                                                             ----------          ----------
Cash and cash equivalents, as of end of period               $      0             $      0
                                                             ==========          ==========
</TABLE>

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

<PAGE>

                                 S.W. LAM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                December 31, 2002

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, 2002
         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,
         2002. 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 that ultimately will be reported for the full year ending March
         31, 2003.

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.


<PAGE>

                                 S.W. LAM, INC.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)
                                   (Unaudited)
                                December 31, 2002


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.

During the period from May 14, 2002 to May 29, 2002, share options of HFGTL were
exercised  for the issue of  60,200,000  new shares in the capital of HFGTL at a
total consideration of HK$6.6 million. The Company's indirect ownership interest
in HFGTL decreased  further from 31.4% to 31.05%. On July 29 and 30, 2002, HFGTL
repurchased  1,560,000  shares in its own  capital at a total  consideration  of
HK$178,000 and, as a result,  the Company's indirect ownership interest in HFGTL
increased  from  31.05% to  31.06%.  The gain  resulting  from  dilution  of the
Company's  interest  in  HFGTL  amounted  to  nil  and  approximately   $19,000,
respectively,  was included in the consolidated  statement of operations for the
three months and nine months ended December 31, 2002.


<PAGE>

                               S.W. LAM, INC.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)
                                   (Unaudited)
                                December 31, 2002


3.       AFFILIATED COMPANY DISCLOSURE (Cont'd)

         b.   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.

              The following tables present operating results of HFGTL Group and
              NEI Group for the nine months ended December 31, 2001 and 2002 (in
              US$,000):
<TABLE>

              HFGTL Group
                                                         Nine Months Ended December 31,
                                                       ---------------------------------
                                                              2001            2002
                                                            -------         --------
             <S>                                         <C>             <C>


              Total revenues                              $  124,163       $  165,449
              Cost of sales and service                     (105,851)        (132,811)
                                                          -----------     ------------
               Gross profit                                   18,312           32,638
              Selling, general and administrative
                expense                                      (10,466)         (23,228)
                                                          -----------     ------------
              Operating income                                 7,846            9,410
              Interest expense, net                           (2,443)          (1,876)
              Share of loss of associates                       (550)            (552)
              Provision for amount due from
                an associate                                    (539)            (567)
                                                          -----------     ------------
              Income before income taxes                       4,314            6,415
              Provision for income taxes                        (432)            (585)
                                                          -----------     ------------
               Net income                                   $  3,882         $  5,830
                                                          ===========     ============
               S.W. Lam's share of profit of affiliates     $  1,219         $  1,832
                                                          ===========     ============

</TABLE>

                                 S.W. LAM, INC.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)
                                   (Unaudited)
                                December 31, 2002


3.       AFFILIATED COMPANY DISCLOSURE (Cont'd)

         b. Affiliate Operating Results (Cont'd)

<TABLE>

              NEI Group
                                                        Nine Months Ended December 31,
                                                     ---------------------------------
                                                         2001                 2002
                                                     -----------          ------------
              <S>                                    <C>                  <C>


              Total revenues                           $      0           $     16
              Cost of sales and service                       0                 (9)
                                                     -----------           ----------
               Gross profit                                   0                  7
              Selling, general and administrative
                expenses                                   (654)              (732)
                                                     -----------           ----------
               Operating loss                              (654)              (725)
              Interest expense, net                        (449)              (219)
              Share of loss of associates                     0               (162)
              Provision for amount due from
                an associate                                  0                  0
                                                     -----------           ----------
               Loss before income taxes                  (1,103)            (1,106)
              Provision for income taxes                      0                  0
                                                     -----------           ----------
               Net loss                              $   (1,103)         $  (1,106)
                                                     ===========           ==========
</TABLE>

4.       DISPOSAL OF NEI AND REPURCHASE OF HFGTL SHARES

         On December 12, 2002, HFGTL and NEH entered into an agreement (the
         "Agreement") pursuant to which HFGTL conditionally agreed to
         repurchase, and NEH conditionally agreed to sell, 700,000,000 shares of
         common stock (the "Repurchased Shares") of HFGTL held by NEH. As
         consideration for the transfer of the Repurchased Shares, HFGTL agreed
         to transfer to NEH (1) all shares of NEI held by HFGTL (being 49.9% of
         the outstanding shares of NEI), and (2) all right, title and interest
         under a Facility Agreement pursuant to which HFGTL initially loaned to
         NEI HK$50 million.

         The foregoing transactions were approved by the disinterested
         shareholders of HFGTL at a special shareholders meeting held on January
         28, 2003 and the transactions contemplated by the Agreement were
         completed on February 6, 2003. Following the transactions above, S.W.
         Lam's ownership interest in HFGTL increased from approximately 31.06%
         to 35.69% and S.W. Lam and HFGTL have no continuing ownership interest,
         either direct or indirect, in NEI.



<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.

Reclassification of Subsidiary as Affiliate

         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.

         During the period from May 14, 2002 to May 29, 2002, share options of
HFGTL were exercised for the issue of 60,200,000 new shares in the capital of
HFGTL at a total consideration of HK$6.6 million. The Company's indirect
ownership interest in HFGTL decreased further from 31.4% to 31.05%. On July 29
and 30, 2002, HFGTL repurchased 1,560,000 shares in its own capital at a total
consideration of HK$178,000 and, as a result, the Company's indirect ownership
interest in HFGTL increased from 31.05% to 31.06%. The gain resulting from
dilution of the Company's interest in HFGTL, amounted to nil and approximately
$19,000, respectively, was included in the consolidated statement of operations
for the three months and nine months ended December 31, 2002.
<PAGE>


Disposal of NEI and Repurchase of HFGTL Shares

         On December 12, 2002, HFGTL and NEH entered into an agreement (the
"Agreement") pursuant to which HFGTL conditionally agreed to repurchase, and NEH
conditionally agreed to sell, 700,000,000 shares of common stock (the
"Repurchased Shares") of HFGTL held by NEH. As consideration for the transfer of
the Repurchased Shares, HFGTL agreed to transfer to NEH (1) all shares of NEI
held by HFGTL (being 49.9% of the outstanding shares of NEI), and (2) all right,
title and interest under a Facility Agreement pursuant to which HFGTL initially
loaned to NEI HK$50 million.

         The foregoing transactions were approved by the disinterested
shareholders of HFGTL at a special shareholders meeting held on January 28, 2003
and the transactions contemplated by the Agreement were completed on February 6,
2003. Following the transactions above, S.W. Lam's ownership interest in HFGTL
increased from approximately 31.06% to 35.69% and S.W. Lam and HFGTL have no
continuing ownership interest, either direct or indirect, in NEI.

Critical Accounting Policies

         Our consolidated financial statements and related public financial
information are based on the application of generally accepted accounting
principles ("GAAP"). GAAP requires the use of estimates, assumptions, judgments
and subjective interpretations of accounting principles that have an impact on
the assets, liabilities, revenue and expense amounts reported. These estimates
can also affect supplemental information contained in the external disclosures
of our company including information regarding contingencies, risk and financial
condition. We base our estimates on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances.
Valuations based on estimates are reviewed for reasonableness and conservatism
on a consistent basis throughout our company. Actual results may differ from
these estimates under different assumptions or conditions.

         Critical accounting policies are defined as those that are reflective
of significant judgments and uncertainties, and potentially result in materially
different results under different assumptions and conditions. We believe the
following critical accounting policies affect our more significant judgments and
estimates used in the preparation of our consolidated financial statements:

         - Principals of Consolidation and Accounting for Interests in
Subsidiaries and Affiliates. As a result of the Group Reorganization, the HFG
Placement, the exercise of options to purchase shares of HFGTL and the share
repurchase of HFGTL on July 29 and 30, 2002, from and after July 30, 2002 (but
before the disposal of NEI and repurchase of 700,000,000 HFGTL shares which were
completed on February 6, 2003), the Company holds 100% of the outstanding stock
of Quality Prince and Quality Prince holds 31.06% of HFGTL and HFGTL holds 49.9%
of NEI. The consolidated financial statements of the Company include the
accounts of its wholly-owned subsidiary, Quality Prince. However, the Company
and Quality Prince are holding companies that carry on no active business other
than their ownership of interests in HFGTL and, indirectly, NEI.

<PAGE>
         The Company's investment in affiliates for which its ownership exceeds
20%, but which are not majority-owned or controlled by the Company, is accounted
for using the equity method of accounting. Under the equity method, the
Company's proportionate share of the affiliates' net income or loss is included
in the consolidated statement of operations. Accordingly, the Company's
proportionate share of the net income or loss of HFGTL, including its interest
in NEI, is reflected as a single line item under share of income (loss) of
affiliates. Prior to August 23, 2000 the Company included, and had the Company
retained greater than 50% control of HFGTL the Company would include, the
accounts of HFGTL in its consolidated financial statements and the portion of
any income or loss not attributable to the Company would be reflected as a
minority interest.

         - Revenue Recognition and Accounts Receivable. Revenue of Hang Fung
Gold consists of the net invoiced value of merchandise sold after allowances for
returns and discounts and rental income. Revenue is recognized when the outcome
of a transaction can be measured reliably and when it is probable that the
economic benefits associated with the transaction will flow to Hang Fung Gold.
Sales revenue is recognized when the merchandise is delivered and title has
passed. A reserve is established at that time for estimated sales returns,
discounts and uncollectible amounts. The reserve is based primarily on
management's evaluation of the financial condition of the customer and
historical data relating to returns, discounts and uncollectible receivables.
Hang Fung Gold has demonstrated the ability to make reasonable and reliable
estimates of product returns, discounts and uncollectible receivables. Rental
income is recognized on a straight-line basis over the period of the relevant
leases. Interest income is recognized on a time-proportion basis on the
principal outstanding and at the rate applicable.

         - Inventories. Inventories are stated at the lower of cost and net
realizable value. Cost includes costs of raw materials calculated using the
first-in, first-out method of costing and, in the case of finished goods, also
direct labor and an appropriate proportion of production overheads. Net
realizable value is based on estimated selling prices in the ordinary course of
business, less further costs expected to be incurred to completion and disposal.
Provision is made for obsolete, slow-moving or defective items where
appropriate.

         When inventories are sold, the carrying amount of those inventories is
recognized as an expense in the period in which the related revenue is
recognized. The amount of any write-down of inventories to net realizable value
and all losses of inventories are recognized as an expense in the period the
write-down or loss occurs. The amount of reversal of any write-down of
inventories, arising from an increase in net realizable value, is recognized as
a reduction in the amount of inventories recognized as an expense in the period
in which the reversal occurs.

         - Investment in Associates and Properties; Impairment of Assets. Hang
Fung Gold maintains investments in various privately held entities involved in
the development of e-commerce trading facilities. Investment in associates is
stated at Hang Fung Gold's share of the fair value of the identifiable net
assets of the associates at the time of acquisition, adjusted for Hang Fung
Gold's share of undistributed post-acquisition results and reserves of the
associates, distributions received from the associates and other necessary
alterations in Hang Fung Gold's proportionate interest in the associates arising
from changes in the equity of the associates that have not been included in the
income statement.
<PAGE>

         Hang Fung Gold also maintains investments in various properties.
Investment properties are interests in leasehold land and buildings in respect
of which construction and development work has been completed and which is held
for their long-term investment potential. Investment properties are included in
the balance sheet at their open market value on the basis of an annual valuation
by an independent qualified valuer. All changes in the value of investment
properties are dealt with in the investment properties revaluation reserve
unless the total of this reserve is insufficient to cover a deficit on a
portfolio basis, in which case the net deficit is charged to the income
statement. When an investment property is disposed of, previously recognized
revaluation surpluses are reversed and the gain or loss on disposal reported in
the income statement is determined based on the net disposal proceeds less the
original cost.

         No depreciation is provided for investment property unless the
unexpired lease term is 20 years or less, in which case depreciation is provided
on the then carrying value over the unexpired lease term.

         Hang Fung Gold reviews long-lived assets, including its investments in
affiliates and in investment properties, for impairment whenever events or
changes in business circumstances indicate that the carrying amount of the
assets may not be fully recoverable. Where it is determined that an asset has
been impaired, a loss will be recorded and the value of the asset as reported
will be reduced to the estimated recoverable value. Due to the dramatic downturn
in the internet market, Hang Fung Gold recorded a charge of $1.1 million in
fiscal 2002 relating to the impairment of its investment in affiliates engaged
in development of an e-commerce trading facility.

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 and (2) 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 December 31, 2001 Compared to Quarter Ended December 31, 2002
<TABLE>

                                           HFGTL Group               NEI Group            Consolidated
                                     --------------------     ----------------------    ------------------
Quarter Ended Dec. 31,                 2001        2002        2001           2002       2001        2002
                                     -------     --------     -------        -------    -------    -------
<S>                                 <C>          <C>          <C>            <C>        <C>        <C>

 (in US $,000)

Revenues                            $ 44,913     $ 53,877      $    -         $  2      $   -       $   -
Cost of sales and services           (38,288)     (40,733)          -            -          -           -
                                   ----------    ---------    --------      -------    -------    --------
Gross profit                           6,625       13,144           -            2          -           -
Selling, general and
  administrative expense              (4,303)      (9,441)       (200)        (229)       (16)       (235)
                                   ----------    ---------    --------      -------    -------    --------
 Operating income (loss)               2,322        3,703        (200)        (227)       (16)       (235)
Interest income (expense), net          (821)        (729)       (168)          27          -           -
Provision for amount due from
  an affiliate                          (184)        (113)          -            -          -           -
Share of profit (loss) of               (183)        (127)          -          (53)        317         795
affiliates
                                   ----------    ---------    --------      -------    -------    --------
Income (loss) before income taxes      1,134        2,734        (368)        (253)        301         560
Provision for income taxes              (124)        (175)          -            -          -           -
                                   ----------    ---------    --------      -------    -------    --------
 Net income (loss)                    $ 1,010      $ 2,559      $(368)       $(253)      $ 301      $  560
                                   ==========    =========    ========      =======    =======    ========
</TABLE>

         Revenues and Gross Profit. Consolidated revenues for the three months
ended December 31, 2001 and 2002 were nil. The lack of consolidated revenues was
attributable to the reclassification of HFGTL Group as affiliates following the
New ePoch Transaction in August 2000.

         Consolidated gross profit for the quarter ended December 31, 2001 and
2002 was nil. The lack of consolidated gross profit was attributable to the
reclassification of HFGTL Group as an affiliate following the New Epoch
Transaction in August 2000.

         HFGTL Group. Total revenues of HFGTL Group were $53.9 million for the
three months ended December 31, 2002, an increase of 20% from $44.9 million for
the three months ended December 31, 2001. The increase in revenues of HFGTL
Group for the quarter was primarily attributable to increased sales in Hong Kong
and Mainland China which were driven by increased marketing efforts in those
markets.

         Geographically, within Southeast Asia (including Hong Kong and the PRC)
sales by HFGTL Group increased 35.6% to $49.1 million during the three months
ended December 31, 2002 from $36.2 million during the same quarter in the prior
year. Sales within Southeast Asia accounted for 91.1% of total sales during the
current quarter as compared to 80.5% during the same quarter in the prior year.
Sales within the region increased due to increased marketing efforts in Hong
Kong and the PRC. Sales in Southeast Asia (not including Hong Kong and the PRC)
during the three months ended December 31, 2002 increased 60% to $5.6 million
from $3.5 million for the same quarter in the prior year due to recovery from
depressed levels of sales in the 2001 quarter following the events of September
11 which recovery was partially offset by the concentration of marketing efforts
in Hong Kong and the PRC.

         Outside of Southeast Asia (mainly in the United States and Europe),
HFGTL Group experienced a 45.5% decrease in sales with these sales accounting
for 8.9% of total sales in the three months ended December 31, 2002 as compared
to 19.5% of total sales in the same quarter of the prior year. The decrease in
sales outside of Southeast Asia was attributable to the concentration of
marketing efforts in Hong Kong and the PRC and deteriorating macroeconomic
conditions worldwide. Sales in Europe decreased approximately 20.8% to $1.9
million for the three months ended December 31, 2002 from $2.4 million in the
same quarter of the prior year. Sales in the United States decreased
approximately 39% to $2.5 million during the three months ended December 31,
2002 from $4.1 million in the same quarter of the prior year.

         Gross profit of HFGTL Group increased by 98.4% to $13.1 million during
the current quarter from $6.6 million during the same quarter in the prior
fiscal year. The increase in gross profit was attributable to the increase in
net sales. Gross margin increased to 24.4% in the current period from 14.8% in
the prior fiscal year period. The increase in gross profit percentage during the
current period was primarily attributable to a change in product mix reflected
in increased sales of higher profit margin products.
<PAGE>

         NEI Group. Total revenues of NEI Group were $2,000 during the current
quarter as compared to nil during 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. As noted above,
HFGTL disposed of its entire interest in NEI Group on February 6, 2003.
Following the disposal of NEI Group, HFGTL and, in turn, the Company, have no
future revenues or expenses relating to NEI Group.

         Operating Expenses. Consolidated operating expenses for the three
months ended December 31, 2002 were $235,000 as compared to $16,000 for the
three months ended December 31, 2001. The consolidated operating expenses were
minimal as a result of the reclassification of HFGTL Group as affiliates
following the New ePoch Transaction in August 2000.

         HFGTL Group. Total operating expenses of HFGTL Group were $9.4 million
for the three months ended December 31, 2002, an increase of 118.6% from $4.3
million for the three months ended December 31, 2001. The increase in operating
expenses of HFGTL Group for the quarter was primarily attributable to increased
sales and marketing costs to promote its "3D-Gold" and "La Milky Way" products
and brands.

         NEI Group. Total operating expenses of NEI Group were $229,000 for the
three months ended December 31, 2002, an increase of 14.5% from $200,000 for the
three months ended December 31, 2001.

         Interest Expense, Net. Consolidated interest expense, net, for the
three months ended December 31, 2002 and December 31, 2001 was nil. The lack of
consolidated net interest expense was attributable to the reclassification of
HFGTL Group as affiliates following the New ePoch Transaction in August 2000.

         HFGTL Group. Net interest expense of HFGTL Group was $729,000 for the
three months ended December 31, 2002, a decrease of 11.2% from $821,000 for the
three months ended December 31, 2001. The decrease in net interest expense of
HFGTL Group for the quarter was primarily attributable to lower interest rates
on bank loans.

         Share of Profit of Affiliates. Consolidated share of profit of
affiliates, net of taxes, totaled $795,000 during the quarter ended December 31,
2002 as compared to $317,000 during the quarter ended December 31, 2001.
Consolidated share of profit of affiliates represents the Company's interest in
HFGTL Group, including a 49.9% interest in NEI Group owned by HFGTL.

         Income Taxes. Consolidated income taxes were nil for both the quarters
ended December 31, 2002 and December 31, 2001.

         HFGTL Group. Income tax expense of HFGTL Group was $175,000 for the
three months ended December 31, 2002, an increase of 41.1% from $124,000 for the
three months ended December 31, 2001. The increase in income tax expense of
HFGTL Group for the quarter was primarily attributable to the increase in
pre-tax net income.
<PAGE>

Nine Months Ended  December 31, 2001 Compared to Nine Months Ended  December 31,
2002
<TABLE>


                                         HFGTL Group                   NEI Group                  Consolidated
                                -------------------------    -------------------------    -----------------------
 Nine Months Ended Dec. 31,        2001           2002          2001           2002          2001         2002
                                ----------    -----------    ----------     ----------    ---------    ----------
<S>                             <C>           <C>            <C>            <C>           <C>          <C>

 (in US $,000)

Revenues                        $ 124,163       $165,449        $   -          $  16         $   -         $   -
Cost of sales and services       (105,851)      (132,811)           -             (9)            -             -
                                ----------    -----------    ----------     ----------    ---------    ----------
Gross profit                       18,312         32,638            -              7             -             -
Selling, general and
  administrative expense          (10,466)       (23,228)        (654)          (732)          (47)         (263)
                                ----------    -----------    ----------     ----------    ---------    ----------
Operating income (loss)             7,846          9,410         (654)          (725)          (47)         (263)
Interest expense, net              (2,443)        (1,876)        (449)          (219)            -             -
Gain on dilution of equity
  interest in affiliate                 -              -            -              -             -            19
Provision for amount
  due from an affiliate              (539)          (567)           -              -             -             -
Share of profit (loss) of
  affiliates                         (550)          (552)           -           (162)        1,219         1,813
                                ----------    -----------    ----------     ----------    ---------    ----------
 Income (loss) before
  income taxes                      4,314          6,415       (1,103)        (1,106)        1,172         1,569
Provision for income taxes           (432)          (585)           -              -             -             -
                                ----------    -----------    ----------     ----------    ---------    ----------
Net income (loss)                 $ 3,882         $5,830     $ (1,103)       $(1,106)      $ 1,172        $1,569
                                ==========    ===========    ==========     ==========    =========    ==========
</TABLE>

         Revenues and Gross Profit. Consolidated revenues for the nine months
ended December 31, 2001 and 2002 were nil. The lack of consolidated revenues was
attributable to the reclassification of HFGTL Group as affiliates following the
New ePoch Transaction in August 2000.

         Consolidated gross profit for the nine months ended December 31, 2001
and 2002 was nil. The lack of consolidated gross profit was attributable to the
reclassification of HFGTL Group as an affiliate following the New Epoch
Transaction in August 2000.

         HFGTL Group. Total revenues of HFGTL Group were $165.4 million for the
nine months ended December 31, 2002, an increase of 33.3% from $124.2 million
for the nine months ended December 31, 2001. The increase in revenues of HFGTL
Group for the period was primarily attributable to increased sales in Hong Kong
and Mainland China which were driven by increased marketing efforts in those
markets.

         Geographically, within Southeast Asia (including Hong Kong and the PRC)
sales by HFGTL Group increased 48.9% to $149.8 million during the nine months
ended December 31, 2002 from $100.6 million during the same period in the prior
year. Sales within Southeast Asia accounted for 90.5% of total sales during the
current period as compared to 81.0% during the same period in the prior year.
Sales within the region increased due to increased marketing efforts in Hong
Kong and the PRC. Sales in Southeast Asia (not including Hong Kong and the PRC)
during the nine months ended December 31, 2002 decreased 3.1% to $15.6 million
from $16.1 million for the same period in the prior year due to the
concentration of marketing efforts in Hong Kong and the PRC.
<PAGE>

         Outside of Southeast Asia (mainly in the United States and Europe),
HFGTL Group experienced a 33.7% decrease in sales with these sales accounting
for 9.5% of total sales in the nine months ended December 31, 2002 as compared
to 19% of total sales in the same period of the prior year. The decrease in
sales outside of Southeast Asia was attributable to the concentration of
marketing efforts in Hong Kong and the PRC and deteriorating macroeconomic
conditions worldwide. Sales in Europe decreased approximately 2.7% to $7.2
million for the nine months ended December 31, 2002 from $7.4 million in the
same period of the prior year. Sales in the United States decreased
approximately 21.8% to $7.9 million during the nine months ended December 31,
2002 from $10.1 million in the same period of the prior year.

         Gross profit of HFGTL Group increased by 78.2% to $32.6 million during
the current period from $18.3 million during the same period in the prior fiscal
year. The increase in gross profit was attributable to the increase in net
sales. Gross margin increased to 19.7% in the current period from 14.7% in the
prior fiscal year period. The increase in gross profit percentage during the
current period was primarily attributable to a change in product mix reflected
in increased sales of higher profit margin products.

         NEI Group. Total revenues of NEI Group were $16,000 during the current
period as compared to nil during 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. As noted above,
HFGTL disposed of its entire interest in NEI Group on February 6, 2003.
Following the disposal of NEI Group, HFGTL and, in turn, the Company, have no
future revenues or expenses relating to NEI Group.

         Operating Expenses. Consolidated operating expenses for the nine months
ended December 31, 2002 were $263,000 as compared to $47,000 for the nine months
ended December 31, 2001. The consolidated operating expenses were minimal as a
result of the reclassification of HFGTL Group as affiliates following the New
ePoch Transaction in August 2000.

         HFGTL Group. Total operating expenses of HFGTL Group were $23.2 million
for the nine months ended December 31, 2002, an increase of 121% from $10.5
million for the nine months ended December 31, 2001. The increase in operating
expenses of HFGTL Group for the period was primarily attributable to increased
sales and marketing costs to promote its "3D-Gold" and "La Milky Way" products
and brands.

         NEI Group. Total operating expenses of NEI Group were $732,000 for the
nine months ended December 31, 2002, an increase of 11.9% from $654,000 for the
nine months ended December 31, 2001.

         Interest Expense, Net. Consolidated interest expense, net, for the nine
months ended December 31, 2002 and December 31, 2001 was nil. The lack of
consolidated net interest expense was attributable to the reclassification of
HFGTL Group as affiliates following the New ePoch Transaction in August 2000.

         HFGTL Group. Net interest expense of HFGTL Group was $1.9 million for
the nine months ended December 31, 2002, a decrease of 20.8% from $2.4 million
for the nine months ended December 31, 2001. The decrease in net interest
expense of HFGTL Group for the period was primarily attributable to lower
interest rates on bank loans.
<PAGE>

         Share of Profit of Affiliates. Consolidated share of profit of
affiliates, net of taxes, totaled $1.8 million during the nine months ended
December 31, 2002 as compared to $1.2 million during the nine months ended
December 31, 2001. Consolidated share of profit of affiliates represents the
Company's interest in HFGTL Group, including a 49.9% interest in NEI Group owned
by HFGTL.

         Income Taxes. Consolidated income taxes were nil for both the nine
months ended December 31, 2002 and December 31, 2001.

         HFGTL Group. Income tax expense of HFGTL Group was $585,000 for the
nine months ended December 31, 2002, an increase of 35.4% from $432,000 for the
nine months ended December 31, 2001. The increase in income tax expense of HFGTL
Group for the period was primarily attributable to the increase in pre-tax net
income.

Financial Condition, Liquidity and Capital Resources

         Cash and Working Capital. The Company had no cash balance and had a
working capital deficit of $303,000 at both December 31, 2002 and March 31,
2002. 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.

         At December 31, 2002, Hang Fung Group had cash balances of $14.8
million and working capital of $48 million as compared to a cash balance of
$11.5 million and working capital of $30.5 million at March 31, 2002 and New
Epoch had cash balances of $723,000 and working capital of $611,000 as compared
to cash balances of $1.3 million and working capital of $1.9 million at March
31, 2002. Included in the cash balance of Hang Fung Group were $13.4 million at
December 31, 2002 and $10 million at March 31, 2002 which amounts were pledged
as collateral to secure existing bank financing facilities.

         Cash Flows. For the nine months ended December 31, 2002, net cash used
by the Company in operating activities amounted to $263,000 as compared to
$47,000 during the nine months ended December 31, 2001.

         Net cash provided by investing activities totaled $263,000 during the
2002 nine month period as compared to $47,000 during the 2001 period and
consisted of funds advanced by the Company's affiliate, HFGTL, to pay operating
expenses of the Company.

         No cash was provided, or used, by financing activities for the nine
months ended December 31, 2002 and 2001.

         The Company had no long term debt at both December 31, 2002 and March
31, 2002.

         Hang Fung Group had long term debt of $15.9 million at December 31,
2002 as compared to $8.5 million at March 31, 2002 and New Epoch had no long
term debt at December 31, 2002 as compared to $6.4 million at March 31, 2002.
<PAGE>

         The Company has limited direct liquidity requirements. The primary
liquidity needs of Hang Fung Group are to fund accounts receivable and
inventories as well as to fund periodic purchases of machinery, equipment and
expansion of production facilities. Prior to Phenomenal's investment in Hang
Fung Group and receipt of proceeds from the Hong Kong Offering, Hang Fung Group
had historically funded its operations through a combination of internally
generated cash, short-term borrowings under bank lines of credit and hire
purchase financing. New Epoch's primary liquidity needs are to fund daily
operating expenses and recurring database maintenance expenses.

         At December 31, 2002, the Company had no material capital commitments.
Hang Fung Group intends to use available funds as needed to expand its wholesale
and retail business. Additionally, Hang Fung Group expanded the 3D-Gold Tourism
Exhibition Hall with the addition of 30,000 square feet of retail space opening
in September 2002.

         At December 31, 2002, the Company had no material capital resources and
Hang Fung Group's capital resources consisted of various bank credit facilities
and certain capital leases, in addition to funds on hand. Hang Fung Group's bank
credit facilities consist of a combination of term loans, lines of credit,
letters of credit, overdraft, revolving and similar credit facilities generally
utilized in the jewelry industry. Hang Fung Group's bank credit facilities are
used to fund purchases of raw materials and inventory and to finance accounts
receivable and overdrafts. Such facilities are consistent with credit facilities
generally available to operators in the jewelry industry in terms of interest
rates and fees, collateral, repayment terms, and renewal. Hang Fung Group's
total available bank credit facilities at December 31, 2002 were approximately
$74.2 million of which approximately $69.7 million had been used at such date.

         At December 31, 2002, Hang Fung Group also had a number of capital
leases and operating leases pursuant to which Hang Fung Group holds various
facilities and equipment. At December 31, 2002, Hang Fung Group's capital lease
obligations totaled $5.2 million of which $2.6 million was attributable to
current lease obligations.

         The Company believes that Hang Fung Group's available trade credit,
bank credit facilities, funds on hand and funds generated from operations, will
be sufficient to satisfy Hang Fung Group's bank credit needs and anticipated
working capital requirements for at least the next 12 months.
<PAGE>


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 nine months ended December 31, 2002 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 $23 million, ranged from Hong
Kong prime lending rate less 1.75% to Hong Kong prime lending rate plus 1.75%
during the nine months ended December 31, 2002. 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 material adverse effects on its operation and cash flow even if the
applicable prime lending interest rate is increased by 1% in Hong Kong.

Item 4.  Controls and Procedures

         Our chief executive officer and our chief financial officer, after
evaluating the effectiveness of the Company's "disclosure controls and
procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c)
and 15-d-14(c)) as of a date (the "Evaluation Date") within 90 days before the
filing date of this quarterly report, have concluded that as of the Evaluation
Date, our disclosure controls and procedures were adequate and designed to
ensure that material information relating to us and our consolidated
subsidiaries would be made known to them by others within those entities.

         There were no significant changes in our internal controls or to our
knowledge, in other factors that could significantly affect our disclosure
controls and procedures subsequent to the Evaluation Date.
<PAGE>

                           PART II - OTHER INFORMATION

Item 6.      Exhibits and Reports on Form 8-K

         (a) Exhibits

             Exhibit No.                Description

                 99.1      Certification Pursuant to 18.U.S.C. Section 1350,
                           as Adopted Pursuant to Section 906 of the
                           Sarbanes-Oxley Act of 2002

         (b) Reports on Form 8-K

             Form 8-K, dated November 21, 2002 (filed November 21, 2002),
             reporting under Item 9 - Regulation FD Disclosure, the
             issuance by Hang Fung Gold Technology Limited of a press
             release disclosing the operating results of Hang Fung Gold for
             the quarter and six months ended September 30, 2002.

             Form 8-K, dated December 16, 2002 (filed December 17, 2002),
             reporting under Item 5 - Other Events and Regulation FD
             Disclosure, the issuance by Hang Fung Gold Technology Limited
             of a press release disclosing the agreement of Hang Fung Gold
             to repurchase shares and dispose of its ownership interest in
             New Epoch Information (BVI) Company Limited.

                                   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, 2003                     By:/s/ Lam Sai Wing
                                                  ----------------------------
                                                  Lam Sai Wing, President and
                                                  Chief Executive Officer

Dated:   February 19, 2003                     By:/s/ Chan Yam Fai, Jane
                                                  ----------------------------
                                                  Chan Yam Fai, Jane
                                                  Chief Financial Officer
<PAGE>

 CERTIFICATIONS

I, Lam Sai Wing, certify that:

         1. I have reviewed this quarterly report on Form 10-Q of S.W. Lam,
Inc.;

         2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

                  a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

                  b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and

                  c) presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

         5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

                  a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

                  b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal controls; and
<PAGE>

         6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Dated: February 19, 2003

By:   /s/ Lam Sai Wing
Lam Sai Wing
Chief Executive Officer
<PAGE>

I, Chan Yam Fai, Jane, certify that:

         1. I have reviewed this quarterly report on Form 10-Q of S.W. Lam,
Inc.;

         2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

                  a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

                  b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and

                  c) presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

         5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

                  a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

                  b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal controls; and
<PAGE>

         6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Dated: February 19, 2003

By:        /s/ Chan Yam Fai, Jane
Chan Yam Fai, Jane
Chief Financial Officer