SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                                 Amendment No. 1
(Mark One)

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

                    For the Fiscal Year Ended March 31, 2000

[ ]  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.
                ------------------------------------------------
                (Name of registrant as specified in its charter)

          Nevada                                         62-1563911
--------------------------------         ---------------------------------------
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
 incorporation or organization)


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

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

Securities Registered Pursuant to Section 12(b) of the Act:

        Title of Each Class            Name of Each Exchange on Which Registered
        -------------------            -----------------------------------------
                None                                      None

Securities Registered Pursuant to Section 12(g) of the Act:

                          Common Stock, $.001 par value
                         -------------------------------
                                (Title of Class)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  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 ninety (90) days. Yes X No

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

     As of July 1, 2000,  12,800,000  shares of common  stock of the  Registrant
were outstanding.  As of such date, the aggregate market value of the voting and
non-voting common equity held by non-affiliates, based on the closing price, was
approximately $3,600,000.

                       DOCUMENTS INCORPORATED BY REFERENCE

     None.
<PAGE>


                                    PART III

ITEM 10.  DIRECTORS,   EXECUTIVE   OFFICERS,   PROMOTERS  AND  CONTROL  PERSONS;
          COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Identification  of  Directors,   Executive  Officers  and  Certain   Significant
Employees

     The following table sets forth certain information  regarding the directors
and executive officers of the Company.

   Name                     Age     Position
  ------                   -----   ----------
Lam Sai Wing..............   45     Chairman, Chief Executive Officer and
                                    President
Chan Yam Fai, Jane........   37     Vice President, Chief Financial Officer and
                                    Director
Ng Yee Mei................   38     Vice President and Director
Cheng Wa On...............   37     Director

Terms of Office

     The  directors of the Company hold office until the next annual  meeting of
stockholders of the Company or until their  successors in office are elected and
duly  qualified.  All officers serve at the discretion of the Board of Directors
except as set forth in employment agreements.

Family Relationships

     Lam Sai Wing and Chan Yam Fai, Jane are husband and wife.

Business Experience

     Lam Sai Wing has served as Chairman of the Board,  Chief Executive  Officer
and  President of the Company  since the Exchange in December of 1996 and of the
Company's  predecessor and operating  subsidiaries,  the Hang Fung Group,  since
founding the Hang Fung Group in 1986.

     Chan Yam Fai, Jane has served as Vice President,  Chief  Financial  Officer
and a Director of the Company  since the Exchange in December of 1996 and of the
Hang Fung Group since 1990.

     Ng Yee Mei has served as Vice President and a Director of the Company since
the Exchange in December of 1996 and of the Hang Fung Group since 1991.

     Cheng Wa On has served as a Director of the Company  since the  Exchange in
December of 1996.  Mr. Cheng has been  employed by the Hang Fung Group as Export
Manager since 1986.

Compliance With Section 16(a) of the Exchange Act

     Under the securities  laws of the United States,  the Company's  directors,
its  executive  officers  and any persons  holding  more than ten percent of the
Company's  Common Stock are required to report  their  initial  ownership of the
Company's  Common  Stock and any  subsequent  changes in that  ownership  to the
Securities  and Exchange  Commission.  Specific due dates for these reports have
been  established and the Company is required to disclose any failure to file by
these dates during fiscal 2000.

     All of the filing  requirements  were satisfied on a timely basis in fiscal
2000.  In making  these  disclosures,  the Company has relied  solely on written
statements of its directors,  executive  officers and shareholders and copies of
the reports that they filed with the Commission.

                                       1
<PAGE>

ITEM 11.  EXECUTIVE COMPENSATION

Executive Compensation Table

     The following table sets forth  information as to the compensation  paid or
accrued to each officer and director receiving compensation of at least $100,000
per year and the Chief  Executive  Officer  for the three  years ended March 31,
2000:
<TABLE>

                                                           Annual Compensation
                                        ---------------------------------------------------
                                                                        Other Annual        All Other
         Name and Principal Position    Year      Salary      Bonus    Compensation (1)    Compensation
         ---------------------------    ----      ------      -----    ----------------    -------------
<S>                                    <C>        <C>         <C>      <C>                 <C>

Lam Sai Wing..........................  2000     $166,880    $507,060     $56,222               $0
  Chief Executive Officer,............  1999      202,694     400,000      39,237                0
  Chairman and President..............  1998      194,000           0           0                0
</TABLE>

---------------
(1)  Mr. Lam's other annual  compensation  consists of a housing  allowance  and
     education allowance.

Director's Compensation

     No compensation has been paid to any directors for service in such capacity
in the past and no such compensation is presently payable to directors.  At such
time as the Board of Directors deems  appropriate,  the Company intends to adopt
an appropriate policy to compensate  non-employee  directors in order to attract
and retain the services of qualified non-employee directors.

Employment Agreements

     The Company previously  maintained  employment  agreements with Mr. Lam and
Ms. Chan. In connection  with the Group  Reorganization  and Hong Kong Offering,
both of those employment agreements were terminated on February 27, 1999 and the
Company's  subsidiary,  Hang Fung Gold, entered into employment  agreements with
Mr. Lam, Ms. Chan and Ms. Ng Yee Mei.

     The Employment  Agreement  with Mr. Lam commenced  October 1, 1998 and runs
for a term of three  years.  The  agreement  provides  for a  monthly  salary of
HK$100,000  with annual  adjustments  based on review by the board of directors,
not to exceed 15%. The  agreement  also  provides for a guaranteed  annual bonus
equal to one month's salary and discretionary  bonuses to be fixed by the board,
with the aggregate  bonuses  payable to executive  directors not to exceed 5% of
consolidated  profits of Hang Fung  Gold.  In  addition  to the salary and bonus
provisions,  Mr. Lam is  entitled  to (i)  participation  in  insurance  schemes
adopted by Hang Fung Gold, (ii)  participation  in provident funds maintained by
Hang Fung Gold, (iii) use of a company automobile,  including  maintenance,  gas
and  parking,  (iv)  payment  of  maintenance,  gas and  parking  costs  for one
automobile owned by Mr. Lam, (v) use of a company provided residence,  including
payment by Hang Fung Gold of all  management and utility costs  associated  with
such residence,  with the monthly rental payable by Hang Fung Gold not to exceed
HK$30,000,  and (vi) an education  allowance of up to HK$300,000 annually to pay
for tuition of dependent children under the age of 18.

     The Employment  Agreement with Ms. Chan commenced  October 1, 1998 and runs
for a term of three  years.  The  agreement  provides  for a  monthly  salary of
HK$30,000 with annual adjustments based on review by the board of directors, not
to exceed 15%. The agreement  also provides for a guaranteed  annual bonus equal
to one month's salary and  discretionary  bonuses to be fixed by the board, with
the  aggregate  bonuses  payable  to  executive  directors  not to  exceed 5% of
consolidated  profits of Hang Fung  Gold.  In  addition  to the salary and bonus
provisions,  Ms. Chan is  entitled to (i)  participation  in  insurance  schemes
adopted by Hang Fung Gold, (ii)  participation  in provident funds maintained by
Hang Fung Gold, (iii) use of a company automobile,  including  maintenance,  gas
and parking,  and (iv)  payment of  maintenance,  gas and parking  costs for one
automobile owned by Ms. Chan.

                                       2
<PAGE>

     The Employment  Agreement with Ms. Ng Yee Mei commenced October 1, 1998 and
runs for a term of three years.  The agreement  provides for a monthly salary of
HK$50,000 with annual adjustments based on review by the board of directors, not
to exceed 15%. The agreement  also provides for a guaranteed  annual bonus equal
to one month's salary and  discretionary  bonuses to be fixed by the board, with
the  aggregate  bonuses  payable  to  executive  directors  not to  exceed 5% of
consolidated  profits of Hang Fung  Gold.  In  addition  to the salary and bonus
provisions, Ms. Ng Yee Mei is entitled to (i) participation in insurance schemes
adopted by Hang Fung Gold, (ii)  participation  in provident funds maintained by
Hang Fung Gold, (iii) use of a company automobile,  including  maintenance,  gas
and parking,  and (iv)  payment of  maintenance,  gas and parking  costs for one
automobile  owned by Ms.  Ng Yee  Mei.  The  Employment  Agreement  with Ms.  Ng
terminated  effective November 1, 1999 by delivery of notice of termination from
Ms. Ng.

Provident Plan

     The Company's  subsidiaries  in Hong Kong have adopted a voluntary  defined
contribution  provident  plan (the "Plan") for its  employees in Hong Kong.  The
Plan  generally  covers all  employees of the Company's  operating  subsidiaries
(excluding  contract  workers in the PRC) who have  completed  twelve  months of
service with the Company.  Employees  electing to participate in the Plan defer,
in the form of a contribution  to the Plan, an amount equal to five percent (5%)
of their monthly salary and the Company makes a matching  contribution on behalf
of each participating employee.  Participating employees are always fully vested
with respect to contributions made by them to the Plan and earnings or increases
thereon.  Employees become vested in  contributions  made by the Company ratably
over ten years.

Share Option Scheme

     The  Company's  subsidiary,  Hang Fung Gold,  adopted a Share Option Scheme
pursuant to which the directors of Hang Fung Gold may grant options to Hang Fung
Gold employees to purchase shares of common stock of Hang Fung Gold. Pursuant to
the Share Option Scheme,  options may be granted to purchase shares of Hang Fung
Gold at a price  determined by the  directors,  not less than 80% of the average
closing  price of the share  quoted on the Stock  Exchange  for the five trading
days  immediately  preceding  the date of the option or the nominal value of the
share of Hang Fung Gold  whichever  is higher,  for a period of not more than 10
years.  The total number of shares issuable  pursuant to the Share Option Scheme
may not exceed ten percent of the shares of Hang Fung Gold outstanding from time
to time.

Compensation Report

     The Company does not  presently  maintain a  Compensation  Committee of its
Board of  Directors.  The Board of  Directors,  acting under the guidance of the
Company's Chairman and Chief Executive Officer,  Mr. Lam, has historically fixed
the compensation of executive officers.  The salary of Mr. Lam, Ms. Chan and Ms.
Ng Yee Mei was fixed pursuant to the terms of Employment Agreements between Hang
Fung Gold and those officers entered in 1998.

     In fixing the  compensation  of Mr. Lam and other executive  officers,  the
Board of Directors  considered  the following  factors,  among others:  (1) from
fiscal 1995 through fiscal 2000, the Company and its predecessor,  the Hang Fung
Group,  was  consistently  profitable -- with revenues  increasing  427% and net
income  increasing  162%,  (2) the  importance of  attracting  and retaining the
highly  skilled  executive  officers  in  the  management  team  that  has  been
responsible  for  such  financial  performance,  (3)  the  efforts,  skills  and
responsibilities of, and contributions made by, each such executive officer, and
(4) the competitiveness of the Company's compensation packages.

     With respect to the Chairman and Chief  Executive  Officer,  the  Directors
acknowledged  that he has  brought to the  Company  not only his  expertise  and
personal relationships in the jewelry industry,  but also his vision,  foresight
and efforts to bring about the  Company's  financial  performance  over the past
several years,  and to steer the Company toward the more profitable  segments of
the  business.  The  Directors  also took into  account  the need to retain such
highly qualified officers by providing competitive compensation packages.

                                       3
<PAGE>

Performance Graph

     The  following  graph  summarizes   cumulative  total  shareholder   return
(assuming reinvestment of dividends) on the Common Stock of the Company compared
to the  returns  of the S&P  Smallcap  600 Index and of a peer  group (the "Peer
Group")  consisting  of DG Jewellery  CDA Ltd.  ("DGJ") and IWI Holding  Limited
("IWI").  The Company's Common Stock was first registered under Section 12(g) of
the  Securities  Exchange  Act of 1934,  as  amended,  on March  24,  1997.  The
measurement  period  hereto  commenced  on March 31, 1997 and ended on March 31,
2000,  the Company's  2000 fiscal year end date. The graph assumes that $100 was
invested on March 31, 1997.

     As there is no broad equity  market index for the OTC Bulletin  Board where
the  Company's  Common  Stock is traded and there is no  published  industry  or
line-of-business index for the jewelry business in which the Company is engaged,
the Company has selected DGJ and IWI as peer issuers for comparison. DGJ and IWI
are engaged  primarily  in the design,  assembly,  merchandising  and  wholesale
distribution  of jewelry  and whose  shares  are traded in the  over-the-counter
market in the United States.

     The  comparisons  in this graph are required by the Securities and Exchange
Commission  and are not  intended to forecast or be  indicative  of future stock
price performance or the financial performance of the Company.  Shareholders are
encouraged to review the Financial Statements of the Company mentioned in Item 8
above.

                                [OBJECT OMITTED]
<TABLE>


                            March 31, 1997    March 31, 1998    March 31, 1999   March 31, 2000
                            --------------    --------------    --------------   --------------
<S>                        <C>                <C>               <C>              <C>

S.W. Lam, Inc.                    100            16.67              42.86            133.33
S&P SmallCap 600 Index            100           145.87             117.96            154.18
Peer Group                        100            35.31              93.22             38.58
</TABLE>


                                       4
<PAGE>

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Common Stock

     The  following  table  is  furnished  as of  March  31,  2000  to  indicate
beneficial  ownership  of  shares  of the  Company's  Common  Stock  by (1) each
shareholder of the Company who is known by the Company to be a beneficial  owner
of more than 5% of the  Company's  Common  Stock,  (2) each  director  and named
officer of the Company,  individually, and (3) all officers and directors of the
Company as a group.  The information set out in the following table was supplied
by such persons.
<TABLE>

Name and Address of                                   Number of Shares
Beneficial Owner (1)                                 Beneficially Owned      Percent
--------------------                                 -------------------     -------
<S>                                                  <C>                     <C>

Good Day Holdings Ltd. (2)(3)........................     6,600,000  (2)       51.6%
Lam Mo Wan (3).......................................     2,930,000            22.9%
Chan Wai Sum (3).....................................       670,000             5.2%
Lam Sai Wing (2).....................................     6,600,000  (2)       51.6%
Carhill Limited (4)..................................       800,000             6.3%
Chan Yam Fai, Jane...................................       300,000             2.3%
Ng Yee Mei...........................................             0             -
Cheng Wa On..........................................             0             -
All officers and directors as a group (2 persons)....     6,900,000  (2)       53.9%
</TABLE>

---------------

(1)  Unless  otherwise  noted,  each person or group  identified  possesses sole
     voting and  investment  power with respect to the shares shown opposite the
     name of such person or group.

(2)  Good Day Holdings Ltd. is  controlled  100% by Lam Sai Wing, an officer and
     director  of the  Company.  Accordingly,  Mr.  Lam may be  deemed to be the
     beneficial owner of the shares held by Good Day Holdings Ltd.

(3)  Address is Unit 25-32,  Second Floor,  Block B, Focal Industrial Centre, 21
     Man Lok Street, Hunghom, Hong Kong.

(4)  Address is c/o Suite 4703,  Central Plaza, 18 Harbour Road,  Wanchai,  Hong
     Kong.

Preferred Stock

     Series A Preferred  Stock. The following table is furnished as of March 31,
2000 to indicate beneficial  ownership of the Company's Series A Preferred Stock
by  each  shareholder  of the  Company  who is  known  by  the  Company  to be a
beneficial owner of more than 5% of the Company's Series A Preferred Stock.

Name and Address of                           Number of Shares
Beneficial Owner (1)                          Beneficially Owned    Percent
--------------------                          -------------------  --------

Good Day Holdings Ltd. (3)..................    100,000  (2)         100.0%
Lam Sai Wing................................    100,000  (2)         100.0%

(1)  Unless  otherwise  noted,  each person or group  identified  possesses sole
     voting and  investment  power with respect to the shares shown opposite the
     name of such person or group.

(2)  Good Day Holdings Ltd. is  controlled  100% by Lam Sai Wing, an officer and
     director  of the  Company.  Accordingly,  Mr.  Lam may be  deemed to be the
     beneficial owner of the shares held by Good Day Holdings Ltd.

(3)  Address is Unit 25-32,  Second Floor,  Block B, Focal Industrial Centre, 21
     Man Lok Street, Hunghom, Hong Kong.

                                       5
<PAGE>


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The Company's  predecessor and subsidiary,  Hang Fung Group, has, from time
to time entered into transactions with officers and directors of the Company and
companies controlled by officers and directors of the Company.

     During the fiscal year ended March 31,  1999 and March 31,  2000,  the Hang
Fung Group paid rental payments of $20,916 and $41,592, respectively, to Mr. Lam
in connection with the lease of a residential premises for Mr. Lam's residence.

     The Company has from time to time both advanced to and borrowed  funds from
Mr. Lam. At March 31, 1999, the Company owed Mr. Lam $0.4 million.  At March 31,
2000, the Company owed Mr. Lam $0.57  million.  All of such loans are unsecured,
non-interest bearing and without pre-determined repayment terms.

     Mr. Lam and Ms. Chan personally  guaranteed the existing banking facilities
of the Hang Fung Group, pledged certain real estate as collateral to secure such
banking facilities.

     All of the above  transactions are believed by management to be on terms at
least as favorable to the Company as may have been  obtained  from  unaffiliated
third  parties.  The  Company  has no present  policy  governing  related  party
transactions  but intends to implement a policy such that all future and ongoing
transactions  between  the  Company  and  its  directors,   officers,  principal
stockholders  or  affiliates  will be on terms no less  favorable to the Company
than may be obtained from unaffiliated third parties,  and any such transactions
will be approved by a majority of disinterested directors of the Company.


                                       6
<PAGE>

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934,  the registrant has duly caused this Amendment No. 1 to on
Form 10-K report to be signed on its behalf by the  undersigned,  thereunto duly
authorized.

                                     S.W. LAM, INC.



                                     By: /s/ Lam Sai Wing
                                        ----------------------------------------
                                          Lam Sai Wing
                                          President and Chief Executive Officer

Dated:   July 27, 2000

     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated.

    Signature                  Title                                    Date
   -----------                --------                                 -------

 /s/ Lam Sai Wing           President, Chief Executive Officer     July 27, 2000
------------------------    (Principal Executive Officer) and
Lam Sai Wing                Chairman of the Board


 /s/ Chan Yam Fai, Jane     Vice President, Chief Financial        July 27, 2000
-------------------------   Officer  (Principal Accounting
Chan Yam Fai, Jane          and Financial Officer) and Director


 /s/ Ng Yee Mei             Vice President and Director            July 27, 2000
-------------------------
Ng Yee Mei

 /s/ Cheng Wa On            Director                               July 27, 2000
-------------------------
Cheng Wa On