SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark one)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                  For the quarterly period ended June 30, 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                   (IRS Employer Identification No.)
 of 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)

             Unit 25-32, 2nd Floor, Block B, Focal Industrial Centre
                      21 Man Lok Street, Hunghom, Hong Kong
             --------------------------------------------------------
              (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 October 10, 2002, 12,865,000 shares of Common Stock of the issuer
were outstanding.
<PAGE>

                                 S.W. LAM, INC.

                                      INDEX



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

  Item 1.  Financial Statements

           Consolidated Balance Sheets - March 31, 2002 and
           June 30, 2002......................................................1

           Consolidated Statements of Operations - For the three
           months ended June 30, 2001 and June 30, 2002.......................2

           Consolidated Statements of Cash Flows - For the three
           months ended June 30, 2001 and June 30, 2002.......................3

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

  Item 2.  Management's Discussion and Analysis of Financial Condition
           and Results of Operations..........................................7

  Item 3.  Quantitative and Qualitative Disclosure About Market Risk.........15

  Item 4.  Controls and Procedures...........................................15

PART II - OTHER INFORMATION

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

SIGNATURES...................................................................17

CERTIFICATIONS...............................................................18

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

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

                                                     March 31,        June 30,
ASSETS                                                2002             2002
                                                  -------------    ------------

Current asset:
  Cash and cash equivalents                      $        0          $      0

Investment in affiliates                             21,707            22,096
                                                   --------           --------
     Total assets                                $   21,707          $ 22,096
                                                   ========           =======

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            21,252
                                                    -------           -------
     Total stockholders' equity                      21,404            21,793
                                                    -------           -------
     Total liabilities and stockholders' equity   $  21,707          $ 22,096
                                                    =======           =======



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

                                       1
<PAGE>

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

                                                    Three Months Ended June 30,
                                                    2001                  2002
                                                   -------              --------

Total revenues                                   $         0      $          0

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

        Gross profit                                       0                 0

Selling, general and administrative expenses               0               (12)
Interest expense                                           0                 0
Interest income                                            0                 0
Gain on dilution of equity interest in affiliates          0                13
Share of profit of affiliates                            550               388
                                                   ---------          ---------

Income before income taxes and minority interests        550               389

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

Net income                                          $    550          $    389
                                                    ========          ========

Basic income per share                              $   0.04          $   0.03
                                                    ========          ========

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


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


                                       2
<PAGE>


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


                                                           Three Months Ended June 30,
                                                            2001               2002
                                                           -------            -------
<S>                                                       <C>                <C>

Cash flows from operating activities:
Net income                                                $    550         $    389
Adjustments to reconcile net income to net cash
    used in operating activities:
    Share of profit of affiliates                             (550)            (388)
   Gain on dilution of equity interest in affiliates             0              (13)
Increase in operating assets                                     0                0
Increase in operating liabilities                                0                0
                                                          ---------         --------

     Net cash used in operating activities                       0              (12)
                                                          ---------         --------

Cash flows from investing activities:

Increase in amount due to affiliates                             0               12
                                                          ---------         --------
      Net cash provided by investing activities                  0               12
                                                          ---------         --------

Cash flows from financing activities:

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

       Net decrease 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


                                       3
<PAGE>


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

                                       4
<PAGE>

                                 S.W. LAM, INC.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)
                                   (Unaudited)
                                  June 30, 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%. The gain resulting from dilution of the Company's
         interest in HFGTL, amounted to approximately $13,000, was included in
         the consolidated statement of operations for the three months ended
         June 30, 2002.

                                       5
<PAGE>

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

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 three months ended June 30, 2001 and 2002 (in
              US$,000):

               HFGTL Group
                                                  Three Months Ended June 30,
                                                    2001                2002

              Total revenues                 $     42,002              $ 51,571
              Cost of sales and service           (35,845)              (42,016)
                                              ------------            ----------
              Gross profit                          6,157                 9,555
              Selling, general and
                 administrative expenses           (3,203)               (7,189)
                                               -----------            ----------
              Operating income                      2,954                  2,366
              Interest income (expense), net         (546)                 (497)
              Share of loss of associates            (185)                 (227)
              Provision for amount due
                 from an associate                   (185)                 (258)
                                              -----------             ----------
              Income before income taxes            2,038                 1,384
              Provision for income taxes             (282)                 (141)
                                              -----------             ----------
              Net income                     $      1,756             $   1,243
                                              ===========             ==========


                                       6
<PAGE>

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


3.       AFFILIATED COMPANY DISCLOSURE (Cont'd)

         b. Affiliate Operating Results (Cont'd)

                 NEI Group
                                                 Three Months Ended June 30,
                                                  2001                  2002
                                                 ------                ------
              Total revenues                  $        0           $       32
              Cost of sales and service               (0)                  (3)
                                               ----------           ----------
              Gross profit                             0                   29
              Selling, general and
                 administrative expenses            (239)                (305)
                                               ----------           ----------
              Operating loss                        (239)                (276)
              Interest expense, net                 (132)                (122)
              Share of loss of associates              0                  (57)
              Provision for amount due
                 from an associate                     0                    0
                                               ----------           ----------
              Loss before income taxes              (371)                (455)
              Provision for income taxes               0                    0
                                               ----------           ----------
              Net loss                          $   (371)          $     (455)
                                               ==========           ==========

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.

                                       7
<PAGE>

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%. The gain
resulting from dilution of the Company's interest in HFGTL, amounted to
approximately $13,000, was included in the consolidated statement of operations
for the three months ended June 30, 2002.

         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:

                                       8
<PAGE>
                  - Principals of Consolidation and Accounting for Interests in
Subsidiaries and Affiliates. As a result of the Group Reorganization, the HFG
Placement and the exercise of options to purchase shares of HFGTL, from and
after May 29, 2002, the Company holds 100% of the outstanding stock of Quality
Prince and Quality Prince holds 31.05% of HFGTL and HFGTL holds 49.9% of NEH.
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 which carry on no active business other than their
ownership of interests in HFGTL and, indirectly, NEH.

                  The Company's investment in affiliates for which it 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 NEH, is reflected as a single line item under share of income (loss) of
affiliates. Prior to August 28, 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 timeproportion 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.

                                       9
<PAGE>

         - 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.

         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.

                                       10
<PAGE>

Quarter Ended June 30, 2001 Compared to Quarter Ended June 30, 2002
<TABLE>


                                        HFGTL Group              NEI Group        Consolidated
Quarter ended June 30,                2001       2002       2001        2002     2001     2002
                                     -------    ------     ------      ------   ------   -------
<S>                                  <C>        <C>        <C>         <C>      <C>      <C>

(in US$,000)

       Revenues                     $ 42,002   $ 51,571   $    0       $  32    $    0        0
       Cost of sales and services    (35,845)   (42,016)       0          (3)        0        0
                                    ---------  ---------  -------    --------    ------  -------
       Gross profit                    6,157      9,555        0          29         0        0
       Selling, general and
          administrative expenses     (3,203)     7,189     (239)       (305)        0      (12)
                                    ---------  ---------  -------    --------    ------  -------
       Operating income (loss)         2,954      2,366     (239)       (276)        0      (12)
       Interest expense, net            (546)      (497)    (132)       (122)        0        0
       Gain on dilution of equity
         interest in affiliates            0          0        0           0         0       13
       Share of profit (loss) of
         affiliates                     (185)      (227)       0         (57)      550      388
       Write-back of (Provision for)
         amount due from an affiliate   (185)      (258)       0           0         0        0
                                    ---------  ---------  -------   ---------    ------- -------
       Income (loss) before
          income taxes                 2,038      1,384     (371)       (455)      550      389
       Provision for income taxes       (282)      (141)       0           0         0        0
                                   ----------  ---------  -------   ---------    ------- -------
       Net income (loss)            $  1,756   $  1,243   $ (371)    $  (455)   $  550  $   389
                                   ==========  =========  =======   =========    ======= =======

</TABLE>

         Revenues and Gross Profit. Consolidated revenues for the three months
ended June 30, 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 June 30, 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 $51.6 million for the
three months ended June 30, 2002, an increase of 22.8% from $42 million for the
three months ended June 30, 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 50.3% to $47.8 million during the three months
ended June 30, 2002 from $31.8 million during the same period in the prior year.
Sales within Southeast Asia accounted for 92.6% of total sales during the
current period as compared to 75.7% 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 three months ended June 30, 2002 decreased 40% to $4.5 million from
$7.5 million for the same period in the prior year due to the concentration of
marketing efforts in Hong Kong and the PRC.


                                       11
<PAGE>
         Outside of Southeast Asia (mainly in the United States and Europe),
HFGTL Group experienced a 62.7% decrease in sales with these sales accounting
for 7.4% of total sales in the three months ended June 30, 2002 as compared to
24.3% 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 51.4% to $1.8 million for the
three months ended June 30, 2002 from $3.7 million in the same period of the
prior year. Sales in the United States decreased approximately 56% to $2 million
during the three months ended June 30, 2002 from $4.5 million in the same period
of the prior year.

         Gross profit of HFGTL Group increased by 54.8% to $9.6 million during
the current period from $6.2 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 18.5% 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 $32,000 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.

         Operating Expenses. Consolidated operating expenses for the three
months ended June 30, 2002 were $12,000 as compared to nil for the three months
ended June 30, 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 $7.2 million
for the three months ended June 30, 2002, an increase of 125% from $3.2 million
for the three months ended June 30, 2001. The increase in operating expenses of
HFGTL Group for the quarter was primarily attributable to increased sales and
marketing costs to promote its "3-D Gold" and "La Milky Way" products and
brands.

         NEI Group. Total operating expenses of NEI Group were $305,000 for the
three months ended June 30, 2002, an increase of 27.6% from $239,000 for the
three months ended June 30, 2001.

         Interest Expense, Net. Consolidated interest expense, net, for the
three months ended June 30, 2002 and June 30, 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.

                                       12
<PAGE>
         HFGTL Group. Net interest expense of HFGTL Group was $497,000 for the
three months ended June 30, 2002, a decrease of 9% from $546,000 for the three
months ended June 30, 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 $388,000 during the quarter ended June 30,
2002 as compared to $550,000 during the quarter ended June 30, 2001.
Consolidated share of profit of affiliates represents the Company's 31.05%
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 three
months ended June 30, 2002 and June 30, 2001.

         HFGTL Group. Income tax expense of HFGTL Group was $141,000 for the
three months ended June 30, 2002, a decrease of 50% from $282,000 for the three
months ended June 30, 2001. The decrease in income tax expense of HFGTL Group
for the quarter was primarily attributable to the increase in operating expenses
which led to lower 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 June 30, 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 June 30, 2002, Hang Fung Group had cash balances of $14.8 million
and working capital of $45.9 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 $1.1 million and working capital of $1.4 million 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 $10.8 million at June
30, 2002 and $10 million at March 31, 2002 which amounts were pledged as
collateral to secure existing bank financing facilities.

         Cash Flows. For the three months ended June 30, 2002, net cash used by
the Company in operating activities amounted to $12,000 as compared to nil
during the three months ended June 30, 2001.

         Net cash provided by investing activities totaled $12,000 during the
2002 quarter as compared to nil during the 2001 quarter and consisted of
advances by the Company's affiliate, HFGTL, to pay operating expenses of the
Company.

         No cash was provided by, or used in, financing activities for the
quarters ended June 30, 2002 and 2001.

         The Company had no long term debt at both June 30, 2002 and March 31,
2002.

                                       13
<PAGE>

         Hang Fung Group had long term debt of $14.6 million at June 30, 2002 as
compared to $8.5 million at March 31, 2002 and New Epoch had long term debt of
$6.4 million at June 30, 2002 and March 31, 2002.

         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 June 30, 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. New Epoch intends to use available funds to develop and
maintain its e-commerce trading facilities.

         At June 30, 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 June 30, 2002 were approximately $72
million of which approximately $66.2 million had been used at such date.

         At June 30, 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 June 30, 2002, Hang Fung Group's capital lease obligations
totaled $3.8 million of which $2 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, including the
needs of New Epoch.

                                       14
<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 three months ended June 30, 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 $17.5 million, ranged from Hong
Kong prime lending rate less 1.75% to Hong Kong prime lending rate plus 1.75%
during the three months ended June 30, 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 adversely 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.

                                       15
<PAGE>
                           PART II - OTHER INFORMATION

Item 6.      Exhibits and Reports on Form 8-K

     (a)  Exhibits

     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

     None

                                       16
<PAGE>


                                   SIGNATURES

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

                                                 S.W. LAM, INC.


Dated:   November 21, 2002                    By:/s/ Lam Sai Wing
                                                 ----------------------
                                                 Lam Sai Wing, President and
                                                 Chief Executive Officer

Dated:   November 21, 2002                    By:/s/ Chan Yam Fai, Jane
                                                 ----------------------
                                                 Chan Yam Fai, Jane
                                                 Chief Financial Officer

                                       17
<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

         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: November 21, 2002
By: /s/ Lam Sai Wing
Lam Sai Wing
Chief Executive Officer


                                       18
<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

         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: November 21, 2002

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