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, 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 December  31, 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
             December 31, 1999..........................................   1

             Consolidated Statements of Operations - For the
             three months and nine months ended December 31,
             1998 and 1999..............................................   2

             Consolidated Statements of Cash Flows - For the nine
             months ended December 31, 1998 and 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......................  10

SIGNATURES..............................................................  11

<PAGE>
                         PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

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

                                                         March 31,  December 31,
                                                           1999        1999
                                                         --------   -----------
ASSETS
Current assets:
  Cash and cash equivalents                             $ 16,702      $ 16,358
  Accounts receivable, net                                15,655        19,594
  Inventories                                             16,970        26,936
  Prepayments and other current assets                       599           544
                                                         -------       -------
     Total current assets                                 49,926        63,432

Property, plant and equipment, and capital leases, net    23,772        27,573
                                                         -------       -------
     Total assets                                        $73,698       $91,005
                                                         =======       =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Short-term bank borrowings                            $ 16,525      $ 26,748
  Long-term bank loans, current portion                      363           367
  Capital lease obligations, current portion               1,224         1,788
  Accounts payable                                         3,437         2,763
  Accrued liabilities                                        861           915
  Dividend payable                                         1,849             0
  Income tax payable                                       7,562         9,028
  Due to a director                                          400           359
                                                         -------       -------
     Total current liabilities                            32,221        41,968

Long-term bank loans, non-current portion                  1,083           809
Capital lease obligations, non current portion               997         1,230
Deferred taxation                                          1,283         1,283
                                                         -------       -------
      Total liabilities                                   35,584        45,290
                                                         -------       -------
Minority interest                                         17,980        21,557
                                                         -------       -------
Stockholders' Equity:
  Preferred stock                                              0             0
  Common stock                                                13            13
  Additional paid-in capital                                 511           511
  Retained earnings                                       19,610        23,634
                                                         -------       -------
     Total stockholders' equity                           20,134        24,158
                                                         -------       -------
     Total liabilities and stockholders' equity          $73,698       $91,005
                                                         =======       =======

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

                                       1
<PAGE>
                         S.W. LAM, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                        (US$,000, except per share data)
                                   (Unaudited)
<TABLE>

                                                Three Months Ended         Nine Months Ended
                                                   December 31,              December 31,
                                               --------------------      ---------------------
                                               1998          1999         1998          1999
                                               ----          ----         ----          ----
<S>                                          <C>           <C>             <C>           <C>

Total revenues                              $ 28,331       $ 31,258     $ 60,990      $ 84,823

Cost of sales and services                   (21,375)       (23,399)     (45,730)      (63,944)
                                            --------        -------      -------       -------

        Gross profit                           6,956          7,859       15,260        20,879

Selling, general and
 administrative expenses                      (2,252)        (3,992)      (6,440)      (10,818)
                                            --------        -------      -------       -------
        Operating income                       4,704          3,867        8,820        10,061
                                            --------        -------      -------       -------
Other income (expense), net:
  Interest expense                              (403)          (568)      (1,118)       (1,593)
  Interest income                                134            228          309           542
  Other income (expense)                         (51)            13         (129)           45
        Total other                         --------        -------      -------       -------
          (expense), net                        (320)          (327)        (938)       (1,006)
                                            --------        -------      -------       -------
Income before income
 taxes and minority interest                   4,384          3,540        7,882         9,055

Provision for income taxes                      (702)          (577)      (1,265)       (1,454)
                                            --------        -------      -------       -------
Income before minority interest                3,682          2,963        6,617         7,601

Minority interest                                  -         (1,394)           -        (3,577)
                                            --------        -------      -------       -------
Net income before dividends                    3,682          1,569        6,617         4,024

Dividends - redeemable preferred stock          (493)             -       (1,538)            -
                                            --------        -------      -------       -------
Net income attributable to common stock      $ 3,189        $ 1,569      $ 5,079       $ 4,024
                                            ========        =======      =======       =======
Basic income per share                       $  0.25        $  0.12      $  0.40       $  0.31
                                            ========        =======      =======       =======
Weighted average shares
 outstanding                              12,800,000     12,800,000   12,800,000    12,800,000
</TABLE>

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

                                       2
<PAGE>

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

                                                            Nine Months Ended
                                                              December 31,
                                                         ----------------------
                                                            1998         1999
                                                           ------       ------

Cash flows from operating activities:
Net income                                                $ 5,079      $ 4,024
Adjustments to reconcile net income to net cash
    provided by operating activities:
    Depreciation of property, plant and equipment           3,394        5,276
    Minority interest                                           0        3,577
    Redeemable preferred stock dividends                    1,538            0
(Increase) Decrease in operating assets:
    Accounts receivable, net                               (7,112)      (3,939)
    Inventories                                            (1,762)      (9,966)
    Prepayments and other current assets                     (263)          55
    Due to a director                                        (775)         (41)
(Decrease) Increase in operating liabilities:
     Accounts payable                                         122         (674)
     Accrued liabilities                                      197           54
     Income taxes payable                                   1,249        1,466
                                                           -------      ------
     Net cash (used in) provided by operating activities    1,667         (168)
                                                           -------      ------
Cash flows from investing activities:
Additions to property, plant and equipment                 (4,270)      (9,077)
                                                           -------      ------
      Net cash used in investing activities                (4,270)      (9,077)
                                                           -------      ------
Cash flows from financing activities:
Net proceeds from issuance of preference share by a
subsidiary                                                 10,000            0
Payment of preferred stock dividends                            0       (1,849)
Net increase in short-term bank borrowings                  6,844       10,223
Repayment of convertible short-term loan                  (10,000)           0
Additions of capital lease obligations                      2,495        1,934
Repayment of capital element of capital lease obligations  (3,005)      (1,137)
Additions of long-term bank loans                             258          258
Repayment of long-term bank loans                            (237)        (528)
                                                           -------      ------
       Net cash provided by financing activities            6,355        8,901
                                                           -------      ------
Effect of exchange rate changes in cash                        23            0
                                                           -------      ------
       Net (decrease) increase in cash and cash
          equivalents                                       3,775         (344)

Cash and cash equivalents, as of beginning of period        2,094       16,702
                                                           -------      ------
Cash and cash equivalents, as of end of period            $ 5,869      $16,358
                                                           =======      ======

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

                                       3
<PAGE>

                         S.W. LAM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                December 31, 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 (together the "Group").  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         Nine Months Ended
                                    December 31,              December 31,
                                 -------------------        ------------------
                                 1998          1999         1998         1999
                                 ----          -----        -----        -----
Total revenues                  100.0%         100.0%     100.0%        100.0%
Cost of sales                    75.4           74.9       75.0          75.4
Gross profit                     24.6           25.1       25.0          24.6
Operating expenses                7.9           12.8       10.6          12.8
Income from operations           16.6           12.4       14.5          11.9
Other income (expense), net      (1.1)          (1.0)      (1.5)         (1.2)
Income before income taxes
  and minority interest          15.5           11.3       12.9          10.7
Income taxes                      2.5            1.8        2.1           1.7
Income before minority interest  13.0            9.5       10.8           9.0
Minority interest                 n.a.           4.5        n.a.          4.2
Net income before dividends      13.0            5.0       10.8           4.7
Preferred stock dividends         1.7            0.0        2.5           0.0
Net income on common stock       11.3            5.0        8.3           4.7

Quarter Ended December 31, 1999 Compared to Quarter Ended December 31, 1998

     Revenues and Gross Profit. Total revenues increased $2.9 million, or 10.3%,
to $31.3 million for the three months ended December 31, 1999 from $28.3 million
for the three months ended December 31, 1998.  Sales of Company products were up
13.7% to $31.3  million  during the current  period  compared  to $27.5  million
during the same period in the prior fiscal year.  Subcontracting  fees decreased
from $0.8 million  during the quarter  ended  December 31, 1998 to $0 during the
quarter ended December 31, 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 17.1% to $14.4 million during the three months ended
December 31, 1999 from $12.3  million  during the same period in the prior year.
Sales within  Southeast Asia accounted for 46% of total sales during the current
period as  compared to 44.7%  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  24% to $3.1 million
for the three  months  ended  December  31, 1999 from $2.5  million for the same
period of the prior year. Sales in the PRC decreased  approximately 6.3% to $5.9
million for the three months  ended  December 31, 1999 from $6.3 million for the
same period of the prior year.  Sales in Southeast Asia (not including Hong Kong
and the PRC) during the three months ended December 31, 1999 increased  51.4% to
$5.3 million from $3.5 million for the same period in the prior year.

     Outside of Asia (in the United  States,  Europe and the Middle  East),  the
Company  experienced a 11.2%  increase in sales with these sales  accounting for
54% of total sales in the three  months  ended  December 31, 1999 as compared to
55.3% of total sales in the same period of the prior year. The increase in sales
outside of Asia was  attributable to increased  production  capacity,  increased
marketing  efforts and strong product demand which  accompanied  strong economic
conditions in those regions. Sales in Europe increased approximately 19% to $7.5
million for the three  months  ended  December 31, 1999 from $6.3 million in the
same period of the prior year. Sales in the Middle East were up during the three
months ended December 31, 1999,  increasing  approximately  3.3% to $3.1 million
from $3 million in the same period of the prior year. Sales in the United States
increased  approximately  6.8% to $6.3  million  during the three  months  ended
December 31, 1999 from $5.9 million in the same period of the prior year.

     Gross profits  increased by 13% to $7.9 million  during the current  period
from $7 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 25.1% in the current period from 24.6% in the prior fiscal
year period.

     Operating  Expenses.  Operating  expenses  totaled  $4  million  during the
current period, an increase of 77.3% from $2.3 million during the same period in
the prior fiscal year. The increase in operating  expenses during the period was
primarily  attributable  to  increased  salary and wages and selling  expense to
support increased business operations and increased depreciation expenses due to
increased investment in production facilities.

                                       6
<PAGE>

     Other Income (Expense), Net. Other expenses, net of other income, increased
during the current  period to $327,000  from  $320,000 in the same period during
the prior  year.  The  increase in net other  expenses  was  attributable  to an
increase  in  interest  expense of  $165,000  which was  partially  offset by an
increase in interest income of $94,000 and a favorable  variance in other income
of $64,000. The increase in interest expense was attributable to increased trust
receipt  bank  loans.  The  increase  in  interest  income was  attributable  to
increased  cash   equivalents   on  hand.   The  favorable   variance  in  other
expense/income was attributable to miscellaneous  income incidental to increased
business operations.

     Income  Taxes.  Income  taxes  decreased  by 17.8% to  $577,000  during the
current  period from  $702,000  during the same  period in the prior  year.  The
decrease  in income  taxes  during  the  period was  primarily  attributable  to
decreased income.

     Minority Interest.  Minority interest of $1,394,000 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
Group not attributable to the Company.

     Preferred Stock Dividends.  Net income  attributable to common stockholders
for the quarter ended December 31, 1998 reflects  accrued  dividends of $493,000
on redeemable  preferred stock issued by a subsidiary of the Company at June 30,
1998. The redeemable preferred stock was redeemed in February 1999 and, thus, no
preferred stock dividends were reported for the current quarter.

Nine Months Ended  December 31, 1999 Compared to Nine Months Ended  December 31,
1998

     Revenues and Gross Profit.  Total  revenues  increased  $23.8  million,  or
39.1%,  to $84.8  million for the nine months  ended  December 31, 1999 from $61
million for the nine months ended December 31, 1998.  Sales of Company  products
were up 43.9% to $84.8 million during the current period compared to $59 million
during the same period in the prior fiscal year.  Subcontracting  fees decreased
from $2 million  during the nine months ended December 31, 1998 to $0 during the
nine months ended December 31, 1999.

     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.

                                       7
<PAGE>

     Geographically, within Southeast Asia (including Hong Kong and the PRC) the
Company's  sales  increased  40.8% to $39 million  during the nine months  ended
December 31, 1999 from $27.7  million  during the same period in the prior year.
Sales within  Southeast Asia accounted for 46% of total sales during the current
period as compared to 47% during the same period in the prior year. Sales within
the region increased due to increased production capacity and 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  70% to $8.5 million for the nine months  ended  December 31, 1999
from $5  million  for the  same  period  of the  prior  year.  Sales  in the PRC
increased  approximately  15.8%  to $16.1  million  for the  nine  months  ended
December  31,  1999 from $13.9  million  for the same  period of the prior year.
Sales in Southeast  Asia (not  including  Hong Kong and the PRC) during the nine
months  ended  December  31, 1999  increased  63.6% to $14.4  million  from $8.8
million for the same period in the prior year.

     Outside of Asia (in the United  States,  Europe and the Middle  East),  the
Company  experienced a 47.1%  increase in sales with these sales  accounting for
54% of total sales in the nine months ended December 31, 1999 as compared to 53%
of total  sales in the same  period of the prior  year.  The  increase  in sales
outside of Asia was  attributable to increased  production  capacity,  increased
marketing  efforts and strong product demand which  accompanied  strong economic
conditions in those regions.  Sales in Europe increased  approximately  46.8% to
$20.4 million for the nine months ended  December 31, 1999 from $13.9 million in
the same period of the prior  year.  Sales in the Middle East were up during the
nine months  ended  December 31, 1999,  increasing  approximately  32.8% to $8.5
million  from $6.4  million in the same period of the prior  year.  Sales in the
United States increased  approximately 56% to $17 million during the nine months
ended December 31, 1999 from $10.9 million in the same period of the prior year.

     Gross profits increased by 36.8% to $20.9 million during the current period
from $15.3 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  decreased  slightly  to 24.6% in the  current  period from 25.0% in the
prior fiscal year period.

     Operating  Expenses.  Operating  expenses  totaled $10.8 million during the
current  period,  an increase of 68% from $6.4 million during the same period in
the prior fiscal year. The increase in operating  expenses during the period was
primarily  attributable  to  increased  salary and wages,  selling  expense  and
depreciation expense to support increased business operations.

     Other Income (Expense), Net. Other expenses, net of other income, increased
during the  current  period to $1 million  from $0.9  million in the same period
during the prior year. The increase in net other expenses was attributable to an
increase  in  interest  expense of  $475,000  which was  partially  offset by an
increase in interest income of $233,000 and a favorable variance in other income
of $174,000.  The  increase in interest  expense was  attributable  to increased
trust receipt bank loans.  The increase in interest  income was  attributable to
increased  cash   equivalents   on  hand.   The  favorable   variance  in  other
expense/income was attributable to miscellaneous  income incidental to increased
business operations.

                                       8
<PAGE>
     Income Taxes.  Income taxes  increased by 14.9% to $1.5 million  during the
current  period from $1.3 million  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 $3.6 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 Group not attributable to the Company.

     Preferred Stock Dividends.  Net income  attributable to common stockholders
for the nine months ended December 31, 1998 reflects  accrued  dividends of $1.5
million on redeemable  preferred  stock issued by a subsidiary of the Company at
June 30, 1998. The redeemable preferred stock was redeemed in February 1999 and,
thus, no preferred stock dividends were reported for the current period.

Financial Condition, Liquidity and Capital Resources

     The Company  had a cash  balance of $16.4  million  and working  capital of
$21.5 at December  31,  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 nine months  ended  December  31,  1999 net cash used in  operating
activities  amounted to $168,000 as compared to net cash  provided by  operating
activities of $1.7 million for the corresponding  period of the prior year. This
change  resulted  primarily  from a  combination  of decreased net income and an
increase  in  inventories  of $10  million  which  was  partially  offset by the
non-cash  impact of the  minority  interest  charge of $3.6  million,  increased
depreciation  and variances in current assets and  liabilities  associated  with
increased sales activities.

     Net cash used in investing  activities totaled $9.1 million during the nine
months ended December 31, 1999 compared with $4.3 million during the nine months
ended  December  31, 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 increased to $8.9 million during
the nine months ended December 31, 1999 from $6.4 million during the nine months
ended December 31, 1998. The increase was primarily  attributable  to a decrease
in repayments of capital lease  obligations  and normal  variances in short-term
and long-term bank borrowings and capital lease obligations.

                                       9
<PAGE>
     At December 31, 1999,  the Company had long term debt totaling $3.3 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 which
was partially offset by an increase in capital lease obligations.

     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.

Year 2000 Issue

     The Company experienced no material failures and incurred no material costs
as a result of the Year 2000.

                           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

                                       10
<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:   February 14, 2000                   By: /s/ Lam Sai Wing
                                                ----------------------------
                                                Lam Sai Wing, President and
                                                Chief Executive Officer

Dated:   February 14, 2000                   By: /s/ Chan Yam Fai, Jane
                                                ----------------------------
                                                Chan Yam Fai, Jane
                                                Chief Financial Officer