SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


         Date of Report (Date of earliest event reported): March 2, 1999



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



           Nevada                          0-22049               62-1563911
- ---------------------------------  ---------------------     -------------------
(State or other jurisdiction       (Commission File No.)       (IRS Employer 
of incorporation or organization)                            Identification No.)



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



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



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





Item 5.  Other Events

     Hang  Fung  Gold   Technology   Limited   ("Hang  Fung  Gold"),   a  direct
majority-owned  subsidiary of Quality  Prince Limited  ("Quality  Prince") and a
company  incorporated  on  December  4, 1997 as an  exempted  company  under the
Companies  Act 1981 of  Bermuda,  received,  on March 2, 1999,  an  approval  in
principle from the Listing  Committee of the Stock Exchange of Hong Kong Limited
(the "Stock Exchange") for listings on the Stock Exchange of, inter alia, shares
of HK$0.10 each in the capital stock of Hang Fung Gold (the "Shares"). S.W. Lam,
Inc. (the "Registrant"),  a Nevada corporation,  is the direct parent company of
Quality Prince and is the ultimate parent company of Hang Fung Gold.

     The approval in principle  relates to the  listings of, and  permission  to
deal in,  (i)  315,000,000  Shares,  and (ii) such  Shares  subject to the Share
Option Scheme (defined below). Of the 315,000,000 Shares, 78,750,000 Shares (the
"New  Shares")  would  be  offered  and  sold  to  the  investing  public,  (the
"Offering"), and the remaining 236,250,000 Shares (the "Other Shares") have been
allotted  or would be  issued  to  Quality  Prince  and  Phenomenal  Limited  in
connection with the organization and capitalization of Hang Fung Gold.

     The New Shares are offered at HK$0.90 per share for an  aggregate  offering
price of  HK$70,875,000.  After  deducting the expenses in  connection  with the
Offering,   the  net   proceeds  to  Hang  Fung  Gold  would  be   approximately
HK$59,000,000.  Upon  completion of the  Offering,  the  Registrant  would hold,
through Quality  Prince,  53.145% of the issued capital stock of Hang Fung Gold,
whereas  Phenomenal  Limited would hold 21.855% of the issued  capital stock and
the investors  participating in the Offering would hold the remaining 25% of the
issued capital stock of Hang Fung Gold.

     In  connection   with  the  Offering,   Hang  Fung  Gold  entered  into  an
Underwriting Agreement, dated March 3, 1999, with certain underwriters, pursuant
to which the  underwriters  agreed to  underwrite  the New  Shares,  subject  to
certain  conditions  including without  limitation that the Listing Committee of
the Stock  Exchange  shall grant the listings of, and  permission to deal in, on
the Stock Exchange all of the Shares issued, to be issued or issuable (including
the other  Shares,  the New Shares and the  Shares  subject to the Share  Option
Scheme).

     The Shares have not been and will not be registered under the United States
Securities  Act of 1933,  as  amended,  will be offered or sold only in the Hong
Kong Special  Administrative  Region of the People's  Republic of China and will
not be offered or sold in the United States.  The  underwriters  have undertaken
not to offer and sell the New Shares  within the United  States and will  notify
dealers of such restriction.


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     In addition to the Offering, Hang Fung Gold has also adopted a share option
scheme (the "Share Option  Scheme"),  subject to the condition  that the Listing
Committee of the Stock  Exchange  shall grant the listing of, and  permission to
deal in, the Shares  issuable  pursuant to the exercise of options granted under
the Share Option  Scheme.  According to the Share  Option  Scheme,  the board of
directors of Hang Fung Gold may grant stock options to  directors,  officers and
employees of Hang Fung Gold or its  subsidiaries to purchase such maximum number
of Shares equal to 10% of the issued and outstanding  Shares of capital stock of
Hang Fung Gold from time to time. The subscription price would be the greater of
80% of the average per Share closing  prices of the Shares on the Stock Exchange
for the  five  trading  days  immediately  preceding  the  date of  offer of the
relevant option or HK$0.10 per Share.



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                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                               S.W. LAM, INC.


Date:  March 11, 1999                    By:  /s/ Lam Sai Wing               
                                             -----------------------------
                                              Lam Sai Wing, President and
                                              Chief Executive Officer

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