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, 1999

                                       OR

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

               For the transition period from ________to________.

                           Commission File No. 0-22049

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

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

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

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


            --------------------------------------------------------
              (Former name, former address and formal fiscal year,
                         if changed since last report)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. Yes X No

     As of June 30, 1999,  12,800,000  shares of Common Stock of the issuer were
outstanding.
<PAGE>

                         S.W. LAM, INC. AND SUBSIDIARIES
                         -------------------------------
                                      INDEX



                                                                         Page
                                                                         Number
                                                                       ---------

PART I - FINANCIAL INFORMATION

   Item 1.  Financial Statements

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

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

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

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

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

PART II - OTHER INFORMATION

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

SIGNATURES.................................................................  9

<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

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

                                                           March 31,    June 30,
ASSETS                                                      1999          1999
                                                          -----------  ---------

Current assets:
  Cash and cash equivalents                                $ 16,702    $ 16,087
  Accounts receivable, net                                   15,655      17,241
  Inventory                                                  16,970      19,956
  Prepayments and other current assets                          599       1,200
                                                            -------    --------
     Total current assets                                    49,926      54,484

Property, plant and equipment, and capital leases, net       23,772      24,227
                                                            -------    --------
     Total assets                                           $73,698     $78,711
                                                            =======    ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Short-term bank borrowings                               $ 16,525    $ 19,336
  Long-term bank loans, current portion                         363         358
  Capital lease obligations, current portion                  1,224       1,386
  Accounts payable                                            3,437       3,027
  Accrued liabilities                                           861       1,211
  Dividend payable                                            1,849         971
  Income tax payable                                          7,562       8,099
  Due to director                                               400         400
                                                            -------    --------
     Total current liabilities                               32,221      34,788

Long-term bank loans, non-current portion                     1,083         999
Capital lease obligations, non current portion                  997         887
Deferred taxation                                             1,283       1,283
                                                            -------     -------
      Total liabilities                                      35,584      37,957
                                                            -------     -------
Minority interest                                            17,980      19,217
                                                            -------     -------
Stockholders' Equity:
  Preferred stock                                                 0           0
  Common stock                                                   13          13
  Additional paid-in capital                                    511         511
  Retained earnings                                          19,610      21,013
                                                            -------     -------
     Total stockholders' equity                              20,134      21,537
                                                            -------     -------
     Total liabilities and stockholders' equity             $73,698     $78,711
                                                            =======     =======

    The accompanying notes are an integral part of these financial statements


                                       1
<PAGE>


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

                                                  Three Months Ended June 30,
                                                  ---------------------------
                                                     1998           1999
                                                  -----------    ----------
Total revenues                                   $  16,482       $ 24,524

Cost of sales and services                         (12,600)       (17,758)
                                                  ---------      ----------
        Gross profit                                 3,882          6,766

Selling, general and administrative expenses        (1,354)        (3,311)
                                                  ---------      ----------
        Operating income                             2,528          3,455
                                                  ---------      ----------
Other income (expense), net:
  Interest expenses                                   (338)          (456)
  Interest income                                       66            157
  Other income                                          20              6
                                                  ---------      ----------
        Total other income (expense), net             (252)          (293)
                                                  ---------      ----------
Income before income taxes and minority interest     2,276          3,162

Provision for income taxes                            (413)          (522)
                                                  ---------      ----------
Income before minority interest                      1,863          2,640

Minority interest                                        -         (1,237)
                                                  ---------      ----------
Net income                                         $ 1,863        $ 1,403
                                                  =========      ==========
Basic income per share                              $ 0.15         $ 0.11
                                                  =========      ==========
Weighted average shares outstanding             12,800,000     12,800,000
                                                ===========    ============

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


                                       2
<PAGE>

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

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

Cash flows from operating activities:
Net income                                                           $ 1,863      $ 1,403
Adjustments to reconcile net income to net cash
    provided by operating activities:
    Depreciation of property, plant and equipment                        290        1,410
    Minority interest                                                      0        1,237
(Increase) Decrease in operating assets:
    Accounts receivable, net                                             147       (1,586)
    Inventories                                                         (757)      (2,986)
    Prepayments and other current assets                                (860)        (601)
    Due from a director                                                 (454)           0
(Decrease) Increase in operating liabilities:
     Accounts payable                                                   (357)        (410)
     Deposits from customers                                             191            0
     Accrued liabilities                                                (249)         350
     Income taxes payable                                                412          537
                                                                      ------       ------
     Net cash provided by (used in) operating activities                 226         (646)
                                                                      ------       ------
Cash flows from investing activities:
Additions to property, plant and equipment                              (774)      (1,865)
                                                                      ------       ------
      Net cash used in investing activities                             (774)      (1,865)
                                                                      ------       ------
Cash flows from financing activities:
Net proceeds from issuance of preference share by a subsidiary        10,000            0
Payment of dividends                                                       0         (878)
Net (decrease) increase in short-term bank borrowings                  3,399        2,811
Net (decrease) increase in convertible short-term loan               (10,000)           0
Additions of capital lease obligations                                 2,138          375
Repayment of capital element of capital lease obligations             (2,482)        (323)
Repayment of long-term bank loans                                        (19)         (89)
                                                                      ------       ------
       Net cash provided by financing activities                       3,036        1,896
                                                                      ------       ------
Effect of exchange rate changes in cash                                   26            0
                                                                      ------       ------
       Net increase (decrease) in cash and cash equivalents            2,514         (615)
Cash and cash equivalents, as of beginning of period                   2,094       16,702
                                                                      ------       ------
Cash and cash equivalents, as of end of period                       $ 4,608      $16,087
                                                                      ======       ======
</TABLE>

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


                                       3
<PAGE>
                                          S.W. LAM, INC. AND SUBSIDIARIES
                                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                    (Unaudited)
                                                   June 30, 1999

1.   INTERIM PRESENTATION

     The interim consolidated  financial statements are prepared pursuant to the
     requirements  for  reporting  on Form 10-Q.  These  statements  include the
     accounts of S.W. Lam, Inc. (the  "Company") and all of its wholly owned and
     majority owned subsidiary companies.  The March 31, 1999 balance sheet data
     was derived  from  audited  financial  statements  but does not include all
     disclosures  required by  generally  accepted  accounting  principles.  The
     interim   financial   statements  and  notes  thereto  should  be  read  in
     conjunction  with  the  financial  statements  and  notes  included  in the
     Company's  Form 10-K for the year ended March 31,  1999.  In the opinion of
     management,  the interim financial  statements reflect all adjustments of a
     normal  recurring  nature necessary for a fair statement of the results for
     the interim periods presented. The current period results of operations are
     not necessarily indicative of results which ultimately will be reported for
     the full year ending March 31, 2000.

2.   CURRENCY PRESENTATION AND FOREIGN CURRENCY TRANSLATION

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


                                       4
<PAGE>

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

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

Results of Operations

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

                                                    Three Months Ended June 30,
                                                      1998              1999
Total revenues                                        100.0%            100.0%
Cost of sales                                          76.4              72.4
Gross profit                                           23.6              27.6
Operating expenses                                      8.2              13.5
Income from operations                                 15.3              14.1
Other income (expense), net                            (1.5)             (1.2)
Income before income taxes
  and minority interest                                13.8              12.9
Income taxes                                            2.5               2.1
Income before minority interest                        11.3              10.8
Minority interest                                       0.0               5.1
Net income                                             11.3               5.8

Three Months Ended June 30, 1999 Compared to Three Months Ended June 30, 1998

     Revenues and Gross Profit.  Total revenues increased $8 million,  or 48.8%,
to $24.5 million for the three months ended June 30, 1999 from $16.5 million for
the three months ended June 30, 1998. Sales of Company products were up 53.2% to
$24.5 million during the current period  compared to $16 million during the same
period in the prior fiscal year. Subcontracting fees decreased from $0.5 million
during the quarter  ended June 30, 1998 to $0 during the quarter  ended June 30,
1999.


                                       5
<PAGE>


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

     Geographically, within Southeast Asia (including Hong Kong and the PRC) the
Company's  sales  increased  7.5% to $8.6 million  during the three months ended
June 30, 1999 from $8 million  during the same  period in the prior year.  Sales
within Southeast Asia accounted for 35% of total sales during the current period
as compared to 50% during the same  period in the prior year.  Sales  within the
region increased due to improving  economic  conditions in Southeast Asia during
the period  following  an extended  period of  weakness  from late 1997 to early
1999. Sales in Hong Kong increased  approximately  71.4% to $2.4 million for the
three  months  ended June 30, 1999 from $1.4  million for the same period of the
prior  year.  Sales in the PRC were  unchanged,  at $3.7  million  for the three
months ended June 30, 1999 and for the three  months ended June 30, 1998.  Sales
in Southeast  Asia (not including Hong Kong and the PRC) during the three months
ended June 30, 1999  decreased  10.3% to $2.5  million from $2.9 million for the
same  period  in the  prior  year.  The  decrease  in sales in  Southeast  Asia,
excluding Hong Kong and the PRC, was  attributable  to a decrease in orders from
the region.

     Outside of Asia (in the United  States,  Europe and the Middle  East),  the
Company  experienced a 99.2%  increase in sales with these sales  accounting for
65% of total sales in the three months ended June 30, 1999 as compared to 50% of
total sales in the same period of the prior year.  The increase in sales outside
of Asia was driven by  increased  marketing  efforts and strong  product  demand
which accompanied strong economic  conditions in those regions.  Sales in Europe
increased  approximately  73.7% to $6.6  million for the three months ended June
30, 1999 from $3.8  million in the same  period of the prior year.  Sales in the
Middle  East were up during the three  months  ended June 30,  1999,  increasing
approximately  11.1% to $2.0 million from $1.8 million in the same period of the
prior year.  Sales in the United States increased  approximately  187.5% to $6.9
million  during the three  months  ended June 30, 1999 from $2.4  million in the
same period of the prior year.

     Gross profits  increased by 74.3% to $6.8 million during the current period
from $3.9 million  during the same period in the prior fiscal year. The increase
in gross  profits was mainly  attributable  to the increase in net sales.  Gross
margins  increased to 27.6% in the current period from 23.6% in the prior fiscal
year period.  The increase in gross profit  percentage during the current period
was primarily  attributable  to increased  sales of higher  margin  products and
improved economies of scale associated with increased production.

     Operating  Expenses.  Operating  expenses  totaled $3.3 million  during the
current period,  an increase of 145% from $1.4 million during the same period in
the prior fiscal year. The increase in operating  expenses during the period was
primarily  attributable  to an  increase  in staff and  depreciation  expense to
support increased business operations.


                                       6
<PAGE>

     Other Income (Expense), Net. Other expenses, net of other income, increased
during the current  period to $293,000  from  $252,000 in the same period during
the prior  year.  The  increase in net other  expenses  was  attributable  to an
increase in  interest  expense of  $118,000  and a decrease  in other  income of
$14,000 which was partially offset by an increase in interest income of $91,000.
The increase in interest expense is attributable to an increase in trust receipt
bank loans.

     Income  Taxes.  Income  taxes  increased  by 26.4% to  $522,000  during the
current  period from  $413,000  during the same  period in the prior  year.  The
increase  in income  taxes  during  the  period was  primarily  attributable  to
increased income.

     Minority  Interest.  Minority  interest of $1.2 million was reported during
the current  period.  No minority  interest was  reported  during the prior year
period.  Minority interest reflects the group  reorganization to accommodate the
listing of shares of the Company's previously indirect wholly-owned  subsidiary,
Hang Fung Gold  Technology  Limited  ("Hang Fung Gold") on The Stock Exchange of
Hong Kong  Limited  in Hong  Kong,  including  the  subscription  by  Phenomenal
Limited,  an independent third party, for shares in Hang Fung Gold, and the Hong
Kong public offering  pursuant to which additional shares of Hang Fung Gold were
sold.  Minority interest reflects the proportionate  interest in the earnings of
the Hang Fung Group not owned by the Company.

Financial Condition, Liquidity and Capital Resources

     The Company  had a cash  balance of $16.1  million  and working  capital of
$19.7 at June 30, 1999  compared to a cash balance of $16.7  million and working
capital of $17.7 million at March 31, 1999. The increase in working  capital was
attributable  to net income  during  the  period  and normal  changes in current
assets and liabilities.

     For the  three  months  ended  June 30,  1999 net  cash  used in  operating
activities  amounted  to $0.6  million  as  compared  to net  cash  provided  by
operating  activities of $0.2 million for the corresponding  period of the prior
year. This change resulted  primarily from a combination of increased net income
before minority interest of $0.8 million and an increase in depreciation expense
of $1.1 million which was offset by a  substantial  increase in  inventories  of
$3.0 million and receivables of $1.6 million.

     Net cash used in investing activities totoled $1.8 million during the three
months ended June 30, 1999  compared  with $0.8 million  during the three months
ended  June  30,  1998.  This  increase  was  attributable  to  an  increase  in
acquisition  of machinery  and  equipment  during the current  period to support
expanded operations.

     Net cash provided by financing  activities decreased to $1.9 million during
the three  months  ended June 30, 1999 from $3 million  during the three  months
ended June 30, 1998. This decrease was  attributable to payment during the three
months  ended June 30, 1999 of  dividends  accrued and payable at March 31, 1999
and a reduction in the amount of short-term bank borrowings  incurred during the
current period as compared to the prior year period.


                                       7
<PAGE>

     At June 30,  1999,  the Company had long term debt  totaling  $3.2  million
compared to long term debt at March 31, 1999 of $3.4  million.  The  decrease in
long term debt was  primarily  attributable  to the  repayment of bank loans and
capital lease obligations while less long term bank loan was acquired during the
three months ended June 30, 1999.

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


                           PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

     (a)  Exhibits

          27.1 Financial Data Schedule

     (b)  Reports on Form 8-K

          None


                                       8
<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:   September 24, 1999                 By:   /s/ Lam Sai Wing
                                                --------------------------------
                                                  Lam Sai Wing, President and
                                                  Chief Executive Officer

Dated:   September 24, 1999                 By:   /s/ Chan Yam Fai, Jane
                                                --------------------------------
                                                  Chan Yam Fai, Jane
                                                  Chief Financial Officer

                                       9
<PAGE>