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 September 30, 2000

                                       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 September 30, 2000,  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, 2000 and September
          30, 2000............................................................1

          Consolidated Statements of Operations - For the three months
          and six months ended September 30, 1999 and 2000....................2

          Consolidated Statements of Cash Flows - For the six months ended
          September 30, 1999 and 2000.........................................3

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

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

PART II - OTHER INFORMATION

 Item 6.  Exhibits and Reports on Form 8-K...................................13

SIGNATURES...................................................................14

                                       1
<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

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

                                                          March 31,     September 30,
ASSETS                                                      2000            2000
                                                         -----------   ----------------
<S>                                                     <C>              <C>

Current assets:
  Cash and cash equivalents                               $ 19,562          $ 91
  Accounts receivable, net                                  19,450             0
  Inventories                                               26,604             0
  Prepayments and other current assets                         391             0
                                                          ---------     --------
     Total current assets                                   66,007            91

Property, plant and equipment, and capital leases, net      29,158             0
Interest in associates                                           0        19,580
                                                          ---------     --------
     Total assets                                          $95,165       $19,671
                                                          =========     ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Short-term bank borrowings                              $ 28,485             0
  Long-term bank loans, current portion                        273             0
  Capital lease obligations, current portion                 1,636             0
  Accounts payable                                           3,668             0
  Accrued liabilities                                        1,240             0
  Income tax payable                                         5,177             0
  Due to a director                                            568           356
                                                          ---------     --------
     Total current liabilities                              41,047           356

Long-term bank loans, non-current portion                      805             0
Capital lease obligations, non-current portion                 898             0
Deferred taxation                                            1,719             0
                                                          ---------     --------
      Total liabilities                                     44,469           356
                                                          ---------     --------
Minority Interest                                           23,885             0
                                                          ---------     --------
Stockholders' Equity:
  Preferred stock                                                0             0
  Common stock                                                  13            13
  Additional paid-in capital                                   508           508
  Retained earnings                                         26,290        18,794
                                                          ---------     --------
     Total stockholders' equity                             26,811        19,315
                                                          ---------     --------
     Total liabilities and stockholders' equity            $95,165       $19,671
                                                          =========     ========
</TABLE>


        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                 Six Months Ended
                                                    September 30,                     September 30,
                                               ------------------------          ------------------------
                                                1999             2000             1999              2000
                                               ------           -------          ------            ------
<S>                                          <C>               <C>              <C>              <C>


Total revenues                              $ 29,041         $ 16,291          $ 53,565         $ 43,502

Cost of sales and services                   (22,787)         (12,105)          (40,545)         (32,276)
                                           -----------       ----------        ----------       ----------
        Gross profit                           6,254            4,186            13,020           11,226

Selling, general and
 administrative expenses                      (3,515)          (2,542)           (6,826)          (6,707)
                                           -----------       ----------        ----------       ----------
        Operating income                       2,739            1,644             6,194            4,519
                                           -----------       ----------        ----------       ----------
Other income (expense), net:
  Interest expense                              (569)            (310)           (1,025)            (915)
  Interest income                                157              167               314              407
  Other income (expense)                          26               27                32               80
  Share of profit of associates                    0              149                 0              149
  Gain on dilution of equity interest
       of associates                               0              479                 0              479
   Loss on disposal of subsidiaries-
       dilution of interest                        0          (10,090)                0          (10,090)
                                           -----------       ----------        ----------       ----------
        Total other (expense), net              (386)          (9,578)             (679)          (9,890)
                                           -----------       ----------        ----------       ----------
Income (Loss) before income taxes              2,353           (7,934)            5,515           (5,371)

Provision for income taxes
       Group                                    (355)            (115)             (877)            (320)
        Associates                                 0              (20)                0              (20)
                                           -----------       ----------        ----------       ----------
Income before minority interest                1,998           (8,069)            4,638           (5,711)

Minority interest                               (946)            (680)           (2,183)          (1,785)
                                           -----------       ----------        ----------       ----------
Net income (Loss)                             $1,052          $(8,749)           $2,455          $(7,496)
                                           ===========       ==========        ==========       ==========
Basic income (loss) per share                  $0.08           $(0.68)            $0.19           $(0.59)
                                           ===========       ==========        ==========       ==========
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)
<TABLE>

                                                         Six Months Ended September 30,
                                                         ------------------------------
                                                            1999               2000
                                                          -------             -------
<S>                                                      <C>                  <C>

Cash flows from operating activities:
Net income (loss)                                         $ 2,455          $ (7,496)
Adjustments to reconcile net income (loss) to net cash
    provided by operating activities:
    Depreciation of property, plant and equipment           3,373             3,549
    Gain on dilution of equity interest of associates           0              (479)
    Loss on disposal of subsidiaries-dilution of interest       0            10,090
    Minority interest                                       2,183             1,785
    Share of profit of associates                               0              (129)
(Increase) Decrease in operating assets:
    Accounts receivable, net                               (1,691)           (3,741)
    Inventories                                            (4,253)          (10,131)
    Prepayments and other current assets                      108              (621)
(Decrease) Increase in operating liabilities:
     Accounts payable                                      (1,183)              597
     Accrued liabilities                                      318                 9
     Due to associates                                          0                61
     Due to a director                                        (41)              414
     Income taxes payable                                     892               321
                                                          --------         ---------
     Net cash (used in) provided by operating activities    2,161            (5,771)
                                                          --------         ---------
Cash flows from investing activities:
Additions to property, plant and equipment                 (6,468)           (5,281)
Net cash outflow from disposal of subsidiaries                   0          (17,867)
                                                          --------         ---------
      Net cash used in investing activities                (6,468)          (23,148)
                                                          --------         ---------
Cash flows from financing activities:
Payment of dividends                                       (1,849)                0
Net increase in short-term bank borrowings                  4,554            10,294
Increase in capital lease obligations                         861                 0
Repayment of capital element of capital lease obligations    (693)             (736)
Additions of long-term bank loans                             258                 0
Decrease in long-term bank loans                             (179)             (110)
                                                          --------         ---------
       Net cash provided by financing activities            2,952             9,448
                                                          --------         ---------
Net decrease in cash and cash equivalents                  (1,355)          (19,471)

Cash and cash equivalents, as of beginning of period       16,702            19,562
                                                          --------         ---------
Cash and cash equivalents, as of end of period           $ 15,347               $91
                                                          ========         =========
</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)
                               September 30, 2000

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"),  all of its wholly owned and
     majority owned subsidiary  companies (together the "Group"),  and change of
     majority owned subsidiary companies to associates of the Company. The March
     31, 2000 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, 2000. 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, 2001.

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.

3.   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) 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:

     a.   the Company's  indirect  ownership  interest in HFGTL  decreased  from
          53.145% to 35% and from 35% to 31.4%;

     b.   HFGTL  and  its  subsidiaries   (including   associated  company)  are
          classified as associates following the New ePoch Transaction;

     c.   the  Company's  consolidated  statements  of  operations  reflect  the
          Company's pre-transaction interest and post-transaction  proportionate
          interest in HFGTL;

                                       4
<PAGE>
                         S.W. LAM, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)
                                   (Unaudited)
                               September 30, 2000


3.   DILUTION OF INTEREST IN OPERATING SUBSIDIARY (Cont'd)

     d.   the  Company's  investment  in HFGTL is reported on the balance  sheet
          under the equity method of accounting;

     e.   the Company  reported a loss on disposal of  subsidiaries  relating to
          the decrease in the Company's  ownership  percentage in HFGTL based on
          the  difference in the  Company's  interest in the net assets value of
          HFGTL prior to the New ePoch Transaction and the Company's interest in
          the net  assets  value  of  HFGTL  after  the New  ePoch  Transaction,
          computed as follows:

                                                                    US$000
                                                                  -----------

          Net assets value of HFGTL at August 23, 2000               54,793
          Less: Minority interest                                   (25,670)
                                                                  -----------
          Net assets value of the Company's interest
          in HFGTL at August 23, 2000                                29,123

          Less: the Company's interest retained in
          HFGTL after New ePoch Transaction                         (19,033)
                                                                  -----------
          Loss on disposal - dilution of interest                    10,090
                                                                  ===========

     f.   the Company reported a gain on dilution of equity interest relating to
          the HFGTL Placement based on the difference in the Company's  interest
          in the net assets value of HFGTL prior to the HFGTL  Placement and the
          Company's  interest  in the net assets  value of HFGTL after the HFGTL
          Placement, computed as follows

                                                                   US$000
                                                                 ----------
              Interest in associates after HFGTL
              Placement                                            19,530
              Interest in associates prior to HFGTL
              Placement                                           (19,051)
                                                                -----------
              Gain on dilution of equity interest                     479
                                                                ===========

                                       5
<PAGE>

                         S.W. LAM, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)
                                   (Unaudited)
                               September 30, 2000


4.   PRO FORMA INFORMATION

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

                 PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
                   For the Six Months Ended September 30, 1999
                                     US $000
                                   (Unaudited)

     Share of profit of associates                                  $ 1,738
     Loss on disposal of subsidiaries
          - dilution of interest                                     (5,840)
                                                                    --------
     Loss before income taxes                                        (4,102)

     Provision for income taxes:
         Group                                                            0
         Associates                                                    (277)
                                                                    --------
     Net loss                                                        (4,379)
                                                                    ========


                                       6
<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) Limited ("NEI")(the "New ePoch Transaction").  On August
28, 2000,  HFGTL placed 550 million  shares to individual  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  associated company) are
classified as  associates  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;  the Company's
investment  in HFGTL is reported on the balance sheet under the equity method of
accounting;  the Company reported a loss on disposal of subsidiaries relating to
the  decrease  in the  Company's  ownership  percentage  in  HFGTL  based on the
difference in the  Company's  interest in the net assets value of HFGTL prior to
the New ePoch Transaction and the Company's  interest in the net assets value of
HFGTL  after the New  ePoch  Transaction;  and the  Company  reported  a gain on
dilution  of  equity  interest  relating  to the  HFGTL  Placement  based on the
difference in the  Company's  interest in the net assets value of HFGTL prior to
the HFGTL Placement and the Company's  interest in the net assets value of HFGTL
after the HFGTL Placement.

Comparability of Financial Data

     HFGTL was the  principal  operating  subsidiary  of the Company  during the
three  and six month  periods  ended  September  30,  1999.  After the New ePoch
Transaction  and the HFGTL  Placement,  the  Company's  effective  percentage of
ownership  of HFGTL  was  reduced  from  53.145%  to 31.4% in August  2000,  the
accounting  treatment  of  HFGTL  and  its  subsidiaries  (including  associated
company) changed from subsidiaries to associates of the Company.

                                       7
<PAGE>

     Because the three and six month  periods  ended  September 30, 2000 account
for HFGTL and its subsidiaries  (including  associated company) as associates of
the Company,  prior year  comparative  financial  information  may be of limited
value.

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.

<TABLE>

                                      Three Months Ended               Six Months Ended
                                        September 30,                    September 30,
                                  -------------------------        --------------------------
                                   1999               2000          1999                2000
                                  ------             ------        ------              ------
<S>                              <C>                 <C>           <C>                <C>


Total revenues                     100.0%             100.0%        100.0%              100.0%
Cost of sales                       78.5               74.3          75.7                74.2
Gross profit                        21.5               25.7          24.3                25.8
Operating expenses                  12.1               15.6          12.7                15.4
Income from operations               9.4               10.1          11.6                10.4
Loss on disposal of a subsidiary-
  dilution of interest                 0               61.9             0                23.2
Income (loss) before income taxes
  and minority interest              8.1              (48.7)         10.3               (12.3)
Income taxes                         1.2                0.8           1.6                 0.8
Minority interests                   3.3                4.2           4.1                 4.1
Net income (loss)                    3.6              (53.7)          4.6               (17.2)

</TABLE>

Quarter Ended September 30, 2000 Compared to Quarter Ended September 30, 1999

     Comparative  pro forma  figures  referred  to in this  section are based on
relevant pro forma financial statements prepared as if the New ePoch Transaction
and the HFGTL  Placement  had  happened on August 23, 1999 and August 28,  1999,
respectively.

     Revenues and Gross Profit. Total revenues decreased $12,750,000,  or 43.9%,
to $16,291,000  for the three months ended  September 30, 2000 from  $29,041,000
for the three months ended  September  30, 1999.  Giving effect to the Company's
dilution  of interest of HFGTL as if it had  occurred  during the quarter  ended
September 30, 1999, revenues decreased $1,334,000 or 7.6% to $16,291,000 for the
three months ended September 30, 2000 from pro forma revenues of $17,625,000 for
the three months ended  September 30 ,1999.  The decrease in revenues,  on a pro
forma basis, for the period was attributable to extra non-recurring  business in
last year  brought by  memorable  and  corporate  gift items  pertaining  to the
Millennium.

     Geographically,  within  Southeast Asia  (including  Hong Kong and the PRC)
sales by HFGTL  increased  26.7% to  $20,341,000  during the three  months ended
September  30, 2000 from  $16,056,000  during the same period in the prior year.
Sales  within  Southeast  Asia  accounted  for 73.2% of total  sales  during the
current  period as compared  to 55.3%  during the same period in the prior year.
Sales within the region increased due to improving economic conditions and extra
marketing  effort in  particular  in the PRC  during  the  period  following  an
extended  period of  weakness  from late 1997 to early 1999 which was  partially
offset by pricing  competition  and  additional  sales  during  the 1999  period
relating to the Millennium. Sales in Hong Kong increased approximately 102.2% to
$5,873,000 for the three months ended September 30, 2000 from $2,904,000 for the
same period of the prior year. Sales in the PRC increased approximately 75.5% to
$11,403,000  for the three months ended  September 30, 2000 from  $6,498,000 for
the same period of the prior year.  Sales in Southeast  Asia (not including Hong
Kong and the PRC) during the three months  ended  September  30, 2000  decreased
53.9% to $3,066,000 from $6,654,000 for the same period in the prior year.

                                       8
<PAGE>

     Outside of Asia (in the United States,  Europe and the Middle East),  HFGTL
experienced a 42.5%  decrease in sales with these sales  accounting for 26.8% of
total sales in the three months ended September 30, 2000 as compared to 44.7% of
total sales in the same period of the prior year.  The decrease in sales outside
of Asia was  attributable  to  increased  marketing  efforts and strong  product
demand which accompanied improved economic conditions in Southeast Asia regions.
Sales in Europe decreased approximately 44.3% to $2,580,000 for the three months
ended  September 30, 2000 from  $4,627,000 in the same period of the prior year.
Sales in the Middle East were down during the three months ended  September  30,
2000,  decreasing  approximately 38.9% to $2,075,000 from $3,395,000 in the same
period of the prior year. Sales in the United States decreased approximately 27%
to $2,808,000  during the three months ended  September 30, 2000 from $3,846,000
in the same period of the prior year.

     Gross profits  decreased by 33.1% to $4.2 million during the current period
from $6.2 million  during the same period in the prior fiscal year. The decrease
in gross  profits  was mainly  attributable  to a decrease  in net sales.  Gross
margins  increased to 25.7% in the current period from 21.5% in the prior fiscal
year period.  The increase in gross profit  percentage during the current period
was  primarily  attributable  to enhanced  production  control  and  decrease in
material  cost.  On a pro forma  basis,  gross  profits were up by 2% from a pro
forma gross profit of $4.1 million during the 1999 period.

     Operating  Expenses.  Operating  expenses  totaled  $2,542,000  during  the
current period,  a decrease of 27.7% from  $3,515,000  during the same period in
the prior fiscal year.  Giving effect to the  Company's  dilution of interest of
HFGTL as if it had  occurred  during  the  quarter  ended  September  30,  1999,
operating  expenses decreased slightly by $130,000 or, 4.9%, from $2,672,000 for
the 1999 period on a pro forma basis.

     Interest  Expense,  Net. Net interest expense  decreased during the current
period to  $143,000  from  $412,000  in the same  period  during the prior year.
Giving  effect  to the  Company's  dilution  of  interest  of HFGTL as if it had
occurred  during the 1999 period,  pro forma net interest  expense  decreased by
$118,000 or, 45.2%, from $261,000 for the three months ended September 30, 1999.
The  decrease in interest  expense,  net,  was  attributable  to more  favorable
interest  rates from bankers and  increased  interest  income from improved bank
balances..

     Gain on Dilution of Equity Interest of Associates.  The Company  reported a
gain  during the  period in the amount of  $479,000  on the  dilution  of equity
interest of HFGTL as a result of the HFGTL Placement.

                                       9
<PAGE>

     Loss on Disposal of Subsidiaries-Dilution of Interest. The Company reported
a loss  during the period in the amount of  $10,090,000  on the  dilution of the
Company's  effective  ownership interest in HFGTL from 53.14% to 35% as a result
of the New ePoch Transaction.

     Income Taxes.  Income taxes decreased by 62% to $135,000 during the current
period from $355,000  during the same period in the prior year.  The decrease in
income taxes during the period was primarily  attributable  to decreased  income
and the  provision of tax at a rate of 8% during the current  period as compared
to the rate of 16% during the  corresponding  period in last year. Giving effect
to the Company's  dilution of interest of HFGTL as if it had occurred during the
quarter ended  September 30, 1999, pro forma income taxes  decreased  $93,000 or
40.8% from $228,000 for the three months ended September 30, 1999.

     Minority  Interest.  Minority  interest  decreased  $266,000  or 28.1% from
$946,000 during the three months ended September 30, 1999 to $680,000 during the
same period in 2000.  The  decrease in minority  interest  was  attributable  to
reclassification  of HFGTL from as subsidiary  to become an associate  following
the New ePoch Transaction.

Six Months Ended  September 30, 2000 Compared to Six Months Ended  September 30,
1999

     Comparative  pro forma  figures  referred  to in this  section are based on
relevant pro forma financial statements prepared as if the New ePoch Transaction
and the HFGTL  Placement  had  happened on August 23, 1999 and August 28,  1999,
respectively.

     Revenues and Gross Profit. Total revenues decreased $10,063,000,  or 18.8%,
to $43,502,000 for the six months ended September 30, 2000 from  $53,565,000 for
the six months ended September 30, 1999. Giving effect to the Company's dilution
of interest of HFGTL as if it had occurred during the six months ended September
30, 1999,  revenues  increased by $1,353,000 or 3.2% from pro forma  revenues of
$42,149,000  for the six  months  ended  September  30 ,1999.  The  increase  in
revenues,  on a pro forma  basis,  for the period was  attributable  to moderate
increase in revenues for the current period.

     Geographically,  within  Southeast Asia  (including  Hong Kong and the PRC)
sales by HFGTL  increased  60.7% to  $39,589,000  during  the six  months  ended
September  30, 2000 from  $24,640,000  during the same period in the prior year.
Sales within  Southeast Asia accounted for 72% of total sales during the current
period as compared to 46% during the same period in the prior year. Sales within
the region  increased due to improving  economic  conditions and extra marketing
effort in particular in the PRC during the period  following an extended  period
of weakness from late 1997 to early 1999,  which was partially offset by pricing
competition  and  additional  sales  during  the  1999  period  relating  to the
Millennium. Sales in Hong Kong increased approximately 106.2% to $11,043,000 for
the six months ended  September 30, 2000 from  $5,356,000 for the same period of
the prior year. Sales in the PRC increased  approximately  105.6% to $20,927,000
for the six months ended September 30, 2000 from $10,177,000 for the same period
of the prior year. Sales in Southeast Asia (not including Hong Kong and the PRC)
during the six months ended  September  30, 2000  decreased  16.3% to $7,620,000
from $9,106,000 for the same period in the prior year.

                                       10
<PAGE>

     Outside of Asia (in the United States,  Europe and the Middle East),  HFGTL
experienced a 46% decrease in sales with these sales accounting for 28% of total
sales in the six months  ended  September  30,  2000 as compared to 54% of total
sales in the same period of the prior  year.  The  decrease in sales  outside of
Asia was attributable to increased  marketing  efforts and strong product demand
which accompanied  improved  economic  conditions in the Southeast Asia regions.
Sales in Europe decreased  approximately  52.9% to $5,301,000 for the six months
ended September 30, 2000 from  $11,249,000 in the same period of the prior year.
Sales in the Middle East were down  during the six months  ended  September  30,
2000,  decreasing  approximately 20.6% to $4,252,000 from $5,356,000 in the same
period of the prior year.  Sales in the United  States  decreased  approximately
50.7% to  $6,074,000  during  the six  months  ended  September  30,  2000  from
$12,320,000 in the same period of the prior year.

     Gross profits decreased by 13.7% to $11.2 million during the current period
from $13 million  during the same period in the prior fiscal year.  The decrease
in gross profits was mainly attributable to decrease in net sales. Gross margins
increased  to 25.8% in the current  period  from 24.3% in the prior  fiscal year
period.  The increase in gross profit  percentage  during the current period was
primarily  attributable to enhanced  production control and decrease in material
cost. On a pro forma basis, gross profits were up by 3.3% from a pro forma gross
profit of $10.9 million during the 1999 period.

     Operating  Expenses.  Operating  expenses  totaled  $6,707,000  during  the
current period, a decrease of 1.7% from $6,826,000 during the same period in the
prior fiscal year. Giving effect to the Company's  dilution of interest of HFGTL
as if it had occurred during the six months ended September 30, 1999,  operating
expenses increased by $724,000 or, 12.1%, from $5,983,000 for the 1999 period on
a pro forma  basis.  The  increase in pro forma  operating  expenses  during the
period was  primarily  attributable  to  increased  general  and  administrative
expenses due to business expansion.

     Interest  Expense,  Net. Net interest expense  decreased during the current
period to  $508,000  from  $711,000  in the same  period  during the prior year.
Giving  effect  to the  Company's  dilution  of  interest  of HFGTL as if it had
occurred during the 1999 period,  pro forma interest expense,  net, decreased by
$52,000 or, 9.3%, from $560,000 for the six months ended September 30, 1999. The
decreased in net interest  expenses was attributable to more favorable  interest
rates from bankers and increased interest income from improved bank balances.

     Gain on Dilution of Equity Interest of Associates.  The Company  reported a
gain  during the  period in the amount of  $479,000  on the  dilution  of equity
interest of HFGTL as a result of the HFGTL Placement.

     Loss on Disposal of Subsidiaries-Dilution of Interest. The Company reported
a loss  during the period in the amount of  $10,090,000  on the  dilution of the
Company's  effective  ownership interest in HFGTL from 53.14% to 35% as a result
of the New ePoch Transaction.

                                       11
<PAGE>

     Income  Taxes.  Income  taxes  decreased  by 61.2% to  $340,000  during the
current  period from  $877,000  during the same  period in the prior  year.  The
decrease  in income  taxes  during  the  period was  primarily  attributable  to
decreased  income and the  provision  of tax at a rate of 8% during the  current
period as compare to the rate of 16%  during  the  corresponding  period in last
year. Giving effect to the Company's  dilution of interest of HFGTL as if it had
occurred  during the six months ended September 30, 1999, pro forma income taxes
decreased $410,000 or 54.7% from $750,000 for the six months ended September 30,
1999.

     Minority  Interest.  Minority  interest  decreased  $266,000  or 28.1% from
$946,000  during the six months ended  September 30, 1999 to $680,000 during the
same period in 2000.  The  decrease in minority  interest  was  attributable  to
reclassification of HFGTL from a subsidiary to become an associate following the
New ePoch Transaction.

Financial Condition, Liquidity and Capital Resources

     The Company had a cash balance of $91,000 and a working  capital deficit of
$265,000 at September  30, 2000  compared to a cash balance of  $19,562,000  and
working  capital of  $24,960,000 at March 31, 2000. The decrease in cash and the
working  capital  deficit  are  principally  due to the  change of HFGTL and its
subsidiaries   (including   associate   company)  to  become   associates   from
subsidiaries.

     For the six months  ended  September  30,  2000 net cash used in  operating
activities  amounted to $5,771,000 as compared to net cash provided by operating
activities of $2,161,000 for the  corresponding  period of the prior year.  This
change  resulted  primarily  from a  combination  of decreased net income before
minority  interest  whereas  instead  of 100% of  income  was  taken,  only  the
attributable  proportion share of profit in associates was taken and an increase
in accounts  receivable and  inventories  which was partially set off by loss on
disposal (dilution of interests) of subsidiaries.

     Net cash used in investing  activities  totaled  $23,148,000 during the six
months ended September 30, 2000 compared with  $6,468,000  during the six months
ended September 30, 1999. This increase was  attributable to net cash outflow on
disposal  (dilution of interests) of  subsidiaries  as a result of the New ePoch
Transaction.

     Net cash provided by financing  activities  increased to $9,448,000  during
the six months ended  September 30, 2000 from  $2,952,000  during the six months
ended  September  30,  1999.  The  increase was  primarily  attributable  to net
variance in short-term and long-term bank borrowings.

     At September  30, 2000,  the Company had long term debt  totaling  $356,000
compared to long term debt at March 31,  2000 of  $44,469,000.  The  decrease in
long term debt was primarily  attributable to the  reclassification of HFGTL and
its subsidiaries (including associate company) from a consolidated subsidiary to
become associates.

     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. Certain Factors Affecting
Future Operating Results

                                       12
<PAGE>

     Our  operating  results in the future  will be  materially  effected by the
reduction  of  our  ownership  interest  in  HFGTL.  We  will  only  report  our
proportionate  interest  in the  operating  results  of HFGTL  going  forward to
reflect  thereafter  the  acquisition  by HFGTL of New ePoch  Information  (BVI)
Limited.

                           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

                                       13
<PAGE>

                                   SIGNATURES

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

                                                        S.W. LAM, INC.


Dated:   November 19, 2000                        By: /s/ Lam Sai Wing
                                                     ---------------------------
                                                     Lam Sai Wing, President and
                                                     Chief Executive Officer

Dated:   November 19, 2000                        By: /s/ Chan Yam Fai
                                                     ---------------------------
                                                     Chan Yam Fai, Jane
                                                     Chief Financial Officer


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