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, 2001

                                       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 February  1, 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, 2001 and December 31, 2001........1

     Consolidated Statements of Operations - For the three months and nine
     months ended December 31, 2000 and December 31, 2001......................2

     Consolidated Statements of Cash Flows - For the nine months ended
     December 31, 2000 and December 31, 2001...................................3

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

   Item 2.  Management's Discussion and Analysis of Financial Condition
     and Results of Operations.................................................8

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

PART II - OTHER INFORMATION

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

SIGNATURES....................................................................16

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

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

                                                       March 31,    December 31,
ASSETS                                                    2001           2001
                                                     ------------   ------------

  Cash and cash equivalents                          $          0   $          0

Investment in affiliates                                   20,369         21,541
                                                     ------------   ------------
     Total assets                                    $     20,369   $     21,541
                                                     ============   ============

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                                        19,525         20,697
                                                     ------------   ------------
     Total stockholders' equity                            20,066         21,238
                                                     ------------   ------------
     Total liabilities and stockholders' equity      $     20,369   $     21,541
                                                     ============   ============



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

                                        1

<PAGE>
<TABLE>
<CAPTION>

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

                                                Three Months Ended             Nine Months Ended
                                                   December 31,                   December 31,
                                          ----------------------------    ----------------------------
                                               2000            2001            2000            2001
                                          ------------    ------------    ------------    ------------
<S>                                       <C>             <C>             <C>             <C>
Total revenues                            $          0    $          0    $     43,502    $          0

Cost of sales and services                           0               0         (35,175)              0
                                          ------------    ------------    ------------    ------------

        Gross profit                                 0               0           8,327               0

Selling, general and
  administrative expenses                           (6)            (16)         (3,734)            (47)
Interest expenses, net                               0               0            (508)              0
Loss on dilution of equity interests
 in subsidiaries                                     0               0          (1,157)              0
Share of profit (loss) of affiliates               892             356          (7,413)          1,355
                                          ------------    ------------    ------------    ------------

Income (loss) before income taxes
  and minority interests                           886             340          (4,485)          1,308

Provision for income taxes                         (81)            (39)           (421)           (136)
                                          ------------    ------------    ------------    ------------

Income (loss) before minority interests            805             301          (4,906)          1,172

Minority interests                                   0               0          (1,785)              0
                                          ------------    ------------    ------------    ------------

Net income (loss)                         $        805    $        301    $     (6,691)   $      1,172
                                          ============    ============    ============    ============

Basic income (loss) per share             $       0.06    $       0.02    $      (0.52)   $       0.09
                                          ============    ============    ============    ============

Weighted average shares
  outstanding                               12,800,000      12,865,000      12,800,000      12,865,000
                                          ============    ============    ============    ============
</TABLE>


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



                                       2
<PAGE>
<TABLE>
<CAPTION>

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

                                                           Nine Months Ended December 31,
                                                           ------------------------------
                                                                 2000        2001
                                                                --------    --------
<S>                                                             <C>         <C>
Cash flows from operating activities:
Net income (loss)                                               $ (6,691)   $  1,172
Adjustments to reconcile net income (loss) to net cash
    provided by operating activities:
    Depreciation of property, plant and equipment                  3,549           0
    Loss on dilution of interests in subsidiaries                  1,157           0
    Minority interest                                              1,785           0
    Share of loss (profit) of affiliates net of taxes and
     selling, general and administrative expense attributable
     to affiliates                                                 7,514      (1,172)
Decrease in operating assets:
    Accounts receivable, net                                      (3,741)          0
    Inventories                                                  (10,131)          0
    Prepayments and other current assets                            (621)          0
Increase in operating liabilities:
     Accounts payable                                                597           0
     Accrued liabilities                                               9           0
     Due to affiliates                                                28           0
     Due to a director                                               453           0
     Income taxes payable                                            321           0
                                                                --------    --------
     Net cash used in operating activities                        (5,771)          0
                                                                --------    --------

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

Cash flows from financing activities:
Net increase in short-term bank borrowings                        10,294           0
Repayment of capital element of capital lease obligations           (736)          0
Decrease in long-term bank loans                                    (110)          0
                                                                --------    --------
       Net cash provided by financing activities                   9,448           0
                                                                --------    --------

Net decrease in cash and cash equivalents                        (19,471)          0
Cash and cash equivalents, as of beginning of period              19,562           0
                                                                --------    --------
Cash and cash equivalents, as of end of period                  $     91    $      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)
                                December 31, 2001

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, 2001 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,  2001.  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, 2002.

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)
                                December 31, 2001

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 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.  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, as adjusted,  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.


                                       5
<PAGE>

                                 S.W. LAM, INC.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)
                                   (Unaudited)
                                December 31, 2001

3.   AFFILIATED COMPANY DISCLOSURE (Cont'd)

     b.   Pro Forma Information
          ---------------------

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

                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                   For the Nine Months Ended December 31, 2001
                                     US $000
                                   (Unaudited)

                 Total revenues                                 $     0

                 Selling, general and administrative expenses       (47)
                                                                -------

                 Operating loss                                     (47)

                 Share of profit of affiliates                    1,355
                                                                -------

                 Income before income taxes                       1,308

                 Provision for income taxes                        (136)
                                                                -------

                 Net income                                       1,172
                                                                =======

     c.   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.


                                       6
<PAGE>
<TABLE>
<CAPTION>

                                 S.W. LAM, INC.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)
                                   (Unaudited)
                                December 31, 2001

3.   AFFILIATED COMPANY DISCLOSURE (Cont'd)

     c.   Affiliate Operating Results (Cont'd)
          ---------------------------

          The following table presents  operating results of HFGTL Group and NEI
          Group for the nine months ended December 31, 2001 (in US$,000):

                                                 HFGTL Group            NEI Group
                                              -----------------    -----------------
                                              Nine Months Ended    Nine Months Ended
                                              December 31, 2001    December 31, 2001
                                              -----------------    -----------------
<S>                                           <C>                  <C>
          Total revenues                      $         124,163    $               0

          Cost of sales and service                    (105,851)                   0
                                              -----------------    -----------------

          Gross profit                                   18,312                    0

          Selling, general and
             administrative expenses                    (10,466)                (654)
                                              -----------------    -----------------

          Operating income (loss)                         7,846                 (654)

          Interest expense, net                          (2,443)                (449)

          Share of loss of affiliates                      (550)                   0

          Provision for amount
            due from an affiliate                          (539)                   0
                                              -----------------    -----------------

          Income (loss) before income taxes               4,314               (1,103)

          Provision for income taxes                       (432)                   0
                                              -----------------    -----------------

          Net income (loss)                   $           3,882    $          (1,103)
                                              =================    =================
</TABLE>



                                       7
<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.

Dilution of Interest in Operating Subsidiary

     On August 23, 2000, the Company's principal operating subsidiary, Hang Fung
Gold  Technology  Limited  ("HFGTL")  issued 1,632  million  shares to New ePoch
Holdings  International  Limited ("NEH") in exchange for a 49.9% interest in New
ePoch Information (BVI) Company Limited ("NEI")(the "New ePoch Transaction"). On
August 28, 2000,  HFGTL placed 550 million shares to  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.

Comparability of Financial Data

     Prior to the New  ePoch  Transaction,  HFGTL  was the  principal  operating
subsidiary  of the  Company.  After  the New  ePoch  Transaction  and the  HFGTL
Placement,  the Company's effective percentage of ownership in HFGTL was reduced
from 53.145% to 31.4% in August 2000, the accounting  treatment of HFGTL and its
subsidiaries  (including  affiliates) changed from subsidiaries to affiliates of
the Company.

     Because  the  financial  statements  for the  three and nine  months  ended
December 31, 2001 account for HFGTL and its subsidiaries  (including affiliates)
as affiliates of the Company,  prior year comparative  financial information may
be of limited value.


                                       8
<PAGE>
<TABLE>
<CAPTION>

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,  (2) pro forma  consolidated
results of operations  reflecting the New ePoch  Transaction and HFGTL Placement
as if those  transactions  had  occurred  at April 1,  1999,  and (3)  operating
results of the Company's  affiliates,  HFGTL Group and NEI Group,  which results
are not included in the consolidated results of operations of the Company.

Quarter Ended December 31, 2000 Compared to Quarter Ended December 31, 2001

                                                                                                               Pro Forma
                                       HFGTL Group              NEI Group             Consolidated            Consolidated
                                   --------------------    --------------------    --------------------    --------------------
Quarter  Ended December 31,         2000        2001        2000        2001        2000        2001        2000        2001
                                   --------    --------    --------    --------    --------    --------    --------    --------
<S>                                <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>
    Revenues                       $ 47,714    $ 44,913    $   --      $   --      $   --      $   --      $   --      $   --
    Cost of sales and services      (41,250)    (38,288)       --          --          --          --          --          --
                                   --------    --------    --------    --------    --------    --------    --------    --------
    Gross profit                      6,464       6,625        --          --          --          --          --          --
    Selling, general and
       administrative expenses       (2,438)     (4,303)       (460)       (200)         (6)        (16)         (6)        (16)
                                   --------    --------    --------    --------    --------    --------    --------    --------
    Operating income (loss)           4,026       2,322        (460)       (200)         (6)        (16)         (6)        (16)
    Interest expense, net              (695)       (821)        (25)       (168)       --          --          --          --
    Provision for amount
      due from an affiliate            --          (184)       --          --          --          --          --          --
    Share of profit (loss)
       of affiliates                   (497)       (183)       (514)       --           892         356         889         356
                                   --------    --------    --------    --------    --------    --------    --------    --------
    Income (loss) before
       income taxes                   2,834       1,134        (999)       (368)        886         340         883         340
    Provision for income taxes         (256)       (124)       --          --           (81)        (39)        (80)        (39)
                                   --------    --------    --------    --------    --------    --------    --------    --------
    Net income (loss)              $  2,578    $  1,010    $   (999)   $   (368)   $    805    $    301    $    803    $    301
                                   ========    ========    ========    ========    ========    ========    ========    ========
</TABLE>

     Revenues and Gross  Profit.  Consolidated  revenues  for the quarter  ended
December 31, 2001 were nil as compared to nil for the quarter ended December 31,
2000. The lack of consolidated revenues was attributable to the reclassification
of HFGTL Group as affiliates following the New ePoch Transaction in August 2000.
Pro forma consolidated revenues were nil for both the 2000 and 2001 quarters.

     Consolidated  gross profit for the quarter ended  December 31, 2001 was nil
as  compared  to nil for the  quarter  ended  December  31,  2000.  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. Pro
forma consolidated gross profit was nil for both the 2000 and 2001 quarters.

     HFGTL  Group.  Total  revenues  of HFGTL  Group were $44.9  million for the
quarter  ended  December 31, 2001, a decrease of 5.9% from $47.7 million for the
quarter ended December 31, 2000. The decrease in revenues of HFGTL Group for the
quarter was primarily  attributable  to the continued poor economic  environment
following the events of September 11,  particularly  outside of Asia,  which was
partially  offset  by  increased  marketing  efforts  and  adoption  of  a  more
competitive pricing strategy.

                                       9
<PAGE>


         Geographically, within Southeast Asia (including Hong Kong and the PRC)
sales by HFGTL Group decreased 3% to $36.2 million during the quarter ended
December 31, 2001 from $37.3 million during the same period in the prior year.
Sales within Southeast Asia accounted for 80.5% of total sales during the
current period as compared to 78.2% during the same period in the prior year.
Sales in Southeast Asia (not including Hong Kong and the PRC) during the quarter
ended December 31, 2001 decreased 48.5% to $3.5 million from $6.8 million for
the same period in the prior year due to a shift of marketing efforts to the
regions of Hong Kong and the PRC.

     Outside of Asia  (mainly in the United  States  and  Europe),  HFGTL  Group
experienced  a 16%  decrease in sales with these sales  accounting  for 19.5% of
total sales in the quarter ended December 31, 2001 as compared to 21.8% of total
sales in the same period of the prior  year.  The  decrease in sales  outside of
Asia was  attributable  to a shift in  marketing  resources  and efforts to, and
strong  product  demand  in Hong  Kong and the PRC.  Sales in  Europe  decreased
approximately 47.8% to $2.4 million for the quarter ended December 31, 2001 from
$4.6  million in the same period of the prior year.  Sales in the United  States
increased  approximately 10.8% to $4.1 million during the quarter ended December
31, 2001 from $3.7 million in the same period of the prior year.

     Gross profit of HFGTL Group  increased  by 2.5% to $6.6 million  during the
current  period from $6.5  million  during the same  period in the prior  fiscal
year.  Gross margin  increased to 14.8% in the current  period from 13.5% in the
prior fiscal year period.  The  increase in gross profit  percentage  during the
current period was primarily  attributable  to improving  sales of higher margin
products which was partially offset by increased competition,  the adoption of a
more  competitive  pricing  strategy and the increased sales of gold products of
relatively lower profit margin.

     NEI Group.  Total  revenues of NEI Group were nil during the current period
and 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 quarter ended
December  30, 2001 were  $16,000 as  compared  to $6,000 for the  quarter  ended
December 30, 2000. 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.  Pro forma  consolidated  operating  expenses  were
$16,000 for the current period and $6,000 for the prior year period.

     HFGTL Group.  Total operating expenses of HFGTL Group were $4.3 million for
the quarter ended  December 31, 2001, an increase of 76.5% from $2.4 million for
the quarter ended December 31, 2000. The increase in operating expenses of HFGTL
Group for the quarter was primarily  attributable to increased  selling expenses
to support business expansion in Hong Kong and the PRC.

     NEI Group.  Total  operating  expenses of NEI Group were  $200,000  for the
quarter  ended  December  31,  2001,  a decrease of 56.5% from  $460,000 for the
quarter ended December 31, 2000.

                                       10
<PAGE>
<TABLE>
<CAPTION>

     Interest Expense,  Net. Consolidated interest expense, net, for the quarter
ended  December  31,  2001  was nil as  compared  to nil for the  quarter  ended
December  31,  2000.  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.  Pro forma  consolidated  net  interest
expense were nil for the 2001 quarter and 2000 quarter.

     HFGTL  Group.  Net  interest  expense of HFGTL Group was  $821,000  for the
quarter  ended  December  31, 2001,  an increase of 18.1% from  $695,000 for the
quarter ended December 31, 2000.  The increase in net interest  expense of HFGTL
Group for the quarter was primarily  attributable  to increased  short-term bank
borrowings to support business expansion in Hong Kong and the PRC.

     Share of  Profit  (Loss)  of  Affiliates.  Consolidated  share of profit of
affiliates  totaled  $356,000  during the  quarter  ended  December  31, 2001 as
compared to $892,000  during the quarter ended  December 31, 2000.  Consolidated
share of profit of affiliates  represents the Company's  31.4% interest in HFGTL
Group,  including  a 49.9%  interest  in NEI  Group  owned by  HFGTL.  Pro forma
consolidated  share of profit of  affiliates  totaled  $356,000  for the quarter
ended December 31, 2001 and $889,000 for the quarter ended December 31, 2000.

     Income Taxes.  Consolidated income taxes for the quarter ended December 31,
2001 was $39,000 as compared to $81,000 for the quarter ended December 31, 2000.
Pro forma consolidated  income tax expense were $39,000 for the 2001 quarter and
$80,000 for the 2000 quarter.

     HFGTL Group. Income tax expense of HFGTL Group was $124,000 for the quarter
ended December 31, 2001, a decrease of 51.6% from $256,000 for the quarter ended
December  31,  2000.  The  decrease in income tax expense of HFGTL Group for the
quarter was primarily  attributable to reduced taxable income during the current
period.

Nine Months Ended  December 31, 2000 Compared to Nine Months Ended  December 31,
2001

                                                                                                                   Pro Forma
                                    HFGTL Group                 NEI Group               Consolidated              Consolidated
                               ----------------------    ----------------------    ----------------------    ----------------------
Nine Months Ended December 31,   2000         2001         2000         2001         2000         2001         2000         2001
                               ---------    ---------    ---------    ---------    ---------    ---------    ---------    ---------
<S>                            <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>
   Revenues                    $ 102,929    $ 124,163    $    --      $    --      $ 43,502 $        --      $    --      $    --
   Cost of sales and services    (85,742)    (105,851)        --           --        (35,175)        --           --           --
                               ---------    ---------    ---------    ---------    ---------    ---------    ---------    ---------
   Gross profit                   17,187       18,312         --           --          8,327         --           --           --
   Selling, general and
      administrative expenses    (31,619)     (10,466)        (891)        (654)      (3,734)         (47)         (28)         (47)
                               ---------    ---------    ---------    ---------    ---------    ---------    ---------    ---------
   Operating income (loss)       (14,432)       7,846         (891)        (654)       4,593          (47)         (28)         (47)
   Interest expense, net          (1,669)      (2,443)         (33)        (449)        (508)        --           --           --
   Loss on dilution of
     equity interests
     in subsidiaries                --           --           --           --         (1,157)        --           --           --
   Provision for amount
     due from an affiliate          --           (539)        --           --           --           --           --           --
   Share of profit (loss) of
     affiliates                     (592)        (550)        (966)        --         (7,413)       1,355        2,222        1,355
                               ---------    ---------    ---------    ---------    ---------    ---------    ---------    ---------
      income taxes               (16,693)       4,314       (1,890)      (1,103)      (4,485)       1,308        2,194        1,308
   Provision for income taxes       (641)        (432)        --           --           (421)        (136)        (201)        (136)
   Minority interest                --           --           --           --         (1,785)        --           --           --
                               ---------    ---------    ---------    ---------    ---------    ---------    ---------    ---------
   Net income (loss)           $ (17,334)   $   3,882    $  (1,890)   $  (1,103)   $  (6,691)   $   1,172    $   1,993    $   1,172
                               =========    =========    =========    =========    =========    =========    =========    =========
</TABLE>


                                       11

<PAGE>

     Revenues and Gross Profit.  Consolidated revenues for the nine months ended
December  31,  2001 were nil as  compared  to $43.5  million for the nine months
ended December 31, 2000. The decrease in consolidated  revenues was attributable
to the  reclassification  of HFGTL Group as  affiliates  following the New ePoch
Transaction  in August 2000. Pro forma  consolidated  revenues were nil for both
the 2000 and 2001 periods.

     Consolidated  gross profit for the nine months ended  December 31, 2001 was
nil as compared to $8.3 million for the nine months ended December 31, 2000. The
decrease in consolidated  gross profit was attributable to the  reclassification
of HFGTL Group as an affiliate  following  the New Epoch  Transaction  in August
2000.  Pro forma  consolidated  gross  profit was nil for both the 2000 and 2001
periods.

     HFGTL Group. Total revenues of HFGTL Group were $124.2 million for the nine
months ended December 31, 2001, an increase of 20.6% from $102.9 million for the
nine months ended December 31, 2000. The increase in revenues of HFGTL Group for
the period  was  primarily  attributable  to  increased  marketing  efforts  and
adoption of a more competitive  pricing strategy,  which was partially offset by
weekness during the third fiscal quarter discussed above.

     Geographically,  within  Southeast Asia  (including  Hong Kong and the PRC)
sales by HFGTL Group  increased  30.8% to $100.6  million during the nine months
ended  December 31, 2001 from $76.9 million  during the same period in the prior
year.  Sales within  Southeast  Asia accounted for 81% of total sales during the
current  period as compared  to 74.7%  during the same period in the prior year.
Sales  within the region  increased  due to increased  marketing  efforts in the
region,  particularly in the PRC, during the current period.  Sales in Southeast
Asia (not including Hong Kong and the PRC) during the nine months ended December
31, 2001 increased 11.8% to $16.1 million from $14.4 million for the same period
in the prior year.

     Outside of Asia  (mainly in the United  States  and  Europe),  HFGTL  Group
experienced  a 9.4%  decrease  in sales with these sales  accounting  for 19% of
total sales in the nine months  ended  December 31, 2001 as compared to 25.3% of
total sales in the same period of the prior year.  The decrease in sales outside
of Asia was  attributable to a shift in marketing  resources and efforts to, and
strong  product  demand  in Hong  Kong and the PRC.  Sales in  Europe  decreased
approximately  25.3% to $7.4 million for the nine months ended December 31, 2001
from $9.9  million  in the same  period of the prior  year.  Sales in the United
States  increased  approximately  3.1% to $10.1  million  during the nine months
ended December 31, 2001 from $9.8 million in the same period of the prior year.

     Gross profit of HFGTL Group  increased by 6.5% to $18.3 million  during the
current  period from $17.2  million  during the same period in the prior  fiscal
year.  The increase in gross profit was mainly  attributable  to the increase in
revenues.  Gross margin  decreased to 14.7% in the current  period from 16.7% in
the prior fiscal year period. The decrease in gross profit percentage during the
current period was primarily attributable to increased competition, the adoption
of a more competitive  pricing strategy and the increased sales of gold products
of relatively  lower profit  margin which was partially  offset by the improving
sales of higher margin products.

                                       12
<PAGE>

     NEI Group.  Total  revenues of NEI Group were nil during the current period
and the prior year period.  NEI Group operations  during the current period 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 nine months
ended  December  31, 2001 were  $47,000 as compared to $3.7 million for the nine
months ended December 31, 2000. The decrease in consolidated  operating expenses
was attributable to the  reclassification of HFGTL Group as affiliates following
the New ePoch  Transaction  in August  2000.  Pro forma  consolidated  operating
expenses  were  $47,000  for the  current  period and $28,000 for the prior year
period.

     HFGTL Group. Total operating expenses of HFGTL Group were $10.5 million for
the nine months ended  December 31, 2001, a decrease of 66.9% from $31.6 million
for the nine months ended December 31, 2000. The decrease in operating  expenses
of HFGTL Group for the period was primarily  attributable to the adoption of new
Statements of Standard Accounting  Practice in Hong Kong. As a result,  goodwill
arising on the New ePoch transaction of approximately  $24.1 million,  which was
eliminated  against  HFGTL's  reserve  in  August  2000,  is  reinstated  and an
impairment  loss of  approximately  $24.1  million  has been  recognized  in the
statement  of  operations  for the quarter  ended  September  30,  2000.  It was
partially offset by the increased selling expenses to support business expansion
in Hong Kong and the PRC.

     NEI Group. Total operating expenses of NEI Group were $654,000 for the nine
months ended  December 31, 2001, a decrease of 26.6% from  $891,000 for the nine
months ended December 31, 2000.

     Interest Expense,  Net.  Consolidated  interest expense,  net, for the nine
months  ended  December  31, 2001 was nil as  compared to $508,000  for the nine
months  ended  December  31, 2000.  The  decrease in  consolidated  net interest
expense was  attributable to the  reclassification  of HFGTL Group as affiliates
following the New ePoch  Transaction in August 2000. Pro forma  consolidated net
interest expense were nil for the 2001 period and 2000 period.

     HFGTL Group.  Net interest  expense of HFGTL Group was $2.4 million for the
nine months ended  December 31, 2001, an increase of 46.4% from $1.7 million for
the nine months ended December 31, 2000. The increase in net interest expense of
HFGTL Group for the period was primarily  attributable  to increased  short-term
bank borrowings to support business expansion in Hong Kong and the PRC.

     Loss on Dilution of Equity Interests in Subsidiaries.  The Company reported
a loss during the nine month  period  ended  December  31, 2000 in the amount of
$1.2 million on the dilution of the Company's  effective  ownership  interest in
HFGTL from 53.145% to 35% as a result of the New ePoch Transaction.


                                       13

<PAGE>

     Share of  Profit  (Loss)  of  Affiliates.  Consolidated  share of profit of
affiliates  totaled $1.4 million  during the nine months ended December 31, 2001
as compared to a loss of $7.4 million  during the nine months ended December 31,
2000.  Consolidated share of profit of affiliates represents the Company's 31.4%
interest in HFGTL Group, including a 49.9% interest in NEI Group owned by HFGTL.
Pro forma  consolidated  share of profit of affiliates  totaled $1.4 million for
the nine months  ended  December  31, 2001 and $2.2  million for the nine months
ended December 31, 2000.

     Income Taxes.  Consolidated income taxes for the nine months ended December
31, 2001 was $136,000 as compared to $421,000 for the nine months ended December
31, 2000. The decrease in  consolidated  income tax expense was  attributable to
the  reclassification  of HFGTL  Group as  affiliates  following  the New  ePoch
Transaction  in August  2000.  Pro forma  consolidated  income tax expense  were
$136,000 for the 2001 period and $201,000 for the 2000 period.

     HFGTL  Group.  Income tax expense of HFGTL Group was  $432,000 for the nine
months ended  December 31, 2001, a decrease of 32.6% from  $641,000 for the nine
months  ended  December  31,  2000.  The decrease in income tax expense of HFGTL
Group for the period was primarily  attributable to a decrease in taxable income
for the current period compared with the corresponding period in the prior year.

     Minority Interest.  Consolidated  minority interest was nil during the nine
months  ended  December  31, 2001 as compared  to $1.8  million  during the nine
months  ended  December  31,  2000.  The  decrease  in  minority   interest  was
attributable to  reclassification  of HFGTL Group from as subsidiaries to become
affiliates following the New ePoch Transaction.  Pro forma consolidated minority
interest was nil for the periods ended December 31, 2001 and 2000.

Financial Condition, Liquidity and Capital Resources

     The  Company  had no cash  balance  and had a working  capital  deficit  of
$303,000  at  both  December  31,  2001  and  March  31,  2001.  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.

     For the nine months  ended  December 31, 2001 no cash was used in operating
activities as compared to net cash used in operating  activities of $5.8 million
for the  corresponding  period of the prior year.  This change resulted from the
reclassification of HFGTL Group as affiliates.

     No cash was used in  investing  activities  during  the nine  months  ended
December 31, 2001  compared  with $23.1  million  used in  investing  activities
during the nine months ended  December 31, 2000.  This change  resulted from the
reclassification of HFGTL Group as affiliates.

     No cash was provided by financing  activities  during the nine months ended
December 31, 2001  compared  with $9.4 million  provided  during the nine months
ended December 31, 2000. This change resulted from the reclassification of HFGTL
Group as affiliates.


                                       14

<PAGE>

     The Company had no long term debt at both  December  31, 2001 and March 31,
2001.  This was  attributable  to the  reclassification  of HFGTL  Group from as
consolidated subsidiaries to become as affiliates.

     As  the  Company  has no  operations  other  than  those  conducted  by its
affiliates,  HFGTL Group, the Company has limited liquidity and capital resource
requirements.  Management  believes  that its  current  financial  condition  is
sufficient to meet the Company's  anticipated needs for at least the next twelve
months and HFGTL  Group's  cash and working  capital is  sufficient  to meet its
anticipated needs for at least the next twelve months.

Item 3.  Quantitative and Qualitative Disclosure About Market Risk

     The Company has no material market risk.

     Sales of the Company's affiliates, HFGTL Group, are denominated in Renminbi
(the "Rmb"), U.S. dollars or Hong Kong dollars.  Any material fluctuation in the
value of the Rmb, the Hong Kong dollars  relative to the U.S. dollars would have
significant impact on HFGTL Group's operating results.

     In order to minimize its exposure to  fluctuations  in the exchange rate of
Rmb, HFGTL Group utilities its Rmb revenue to settle the expenses denominated in
Rmb incurred in the purchase of raw materials and its  production  facilities in
the PRC.  Only the unused Rmb may be  subjected to exchange  risk.  In addition,
HFGTL Group's  currency risk during the nine months ended  December 31, 2001 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 loans of HFGTL  Group,  in the
principal  amount of  approximately  $11.7 million,  ranged from Hong Kong prime
lending  rate less 1.75% to Hong Kong prime  lending  rate plus 3.5%  during the
nine months ended  December 31, 2001.  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.


                                                        15
<PAGE>


                           PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

     (a)  Exhibits

          None

     (b)  Reports on Form 8-K

          Form 8-K, dated December 7, 2001,  reporting under Item 9 - Regulation
          FD  Disclosure,  the  issuance  of  a  press  release  disclosing  the
          operating results of its affiliate, Hang Fung Gold Technology Limited.

                                   SIGNATURES

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

                                                  S.W. LAM, INC.


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

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


                                       16