UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)
[x]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
       For the quarterly period ended March 31, 2000

[ ]  TRANSITION REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
      For the Transition Period from _______________ TO _______________.

                                    333-59133
                            (Commission File Numbers)

                             V3 SEMICONDUCTOR, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
<S>                                                               <C>
                  NEVADA                                                         3674
         (State or other jurisdiction of                          (Primary Standard Industrial
         incorporation or organization)                           Classification Code Number)
</TABLE>


                          250 Consumers Road, Suite 901
                               North York, Ontario
                                 Canada M2J 4V6
                    (Address of principal executive offices)

                                 (416) 497-8884
              (Registrants' telephone number, including area code)

                                 Not Applicable
              (Former name, former address and former fiscal year,
                          if changed since last report)

     Indicate by check mark whether the  Registrants  (1) have 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
Registrants  were required to file such  reports),  and (2) have been subject to
such filing requirements for the past 90 days. YES [ X ] NO[ ]

     As of March 31, 2000, 5,942,287 shares of Common Stock, par value $.001 per
share, of V3 Semiconductor, Inc. were issued and outstanding.
<PAGE>
                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

                                                     TABLE OF CONTENTS

<S>                                     <C> <C>                <C> <C>                                            <C>
Consolidated  Balance Sheet as of March 31, 2000 and September 30, 1999                                           3

Consolidated Statement of Operations for the three months ended March 31, 2000
and March 31, 1999.                                                                                               4

Consolidated Statement of Operations for the six months ended March 31, 2000 and
March 31, 1999.                                                                                                   4

Consolidated  Statement of Changes in Shareholders' Equity for the period ended
March 31, 2000                                                                                                    5

Consolidated Statement of Cash Flows for the six months ended March 31, 2000 and
March 31, 1999                                                                                                    6

Notes to Consolidated Financial Statements                                                                       7-8

</TABLE>
<PAGE>
v3 semiconductor, inc.
Consolidated Balance Sheets
(Stated in United States dollars)


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                March 31,          September 30,
------------------------------------------------------------------------------------------------------------------------------------
                                                                                  2000                 1999
------------------------------------------------------------------------------------------------------------------------------------
                                                                              (unaudited)

Assets

Current assets:
<S>                                                                        <C>                   <C>
     Cash and cash equivalents                                             $    4,886,333        $   4,474,174
     Accounts receivable, net of allowance for doubtful
       accounts of $19,222; $16,532 at September 30, 1999                       1,656,983            1,447,455
     Inventories                                                                  231,313               53,873
     Prepaid expenses                                                             101,458              163,908
------------------------------------------------------------------------------------------------------------------------------------
                                                                                6,876,087            6,139,410

Capital assets                                                                  1,149,199            1,099,606

------------------------------------------------------------------------------------------------------------------------------------
                                                                           $    8,025,286        $   7,239,016
------------------------------------------------------------------------------------------------------------------------------------

Liabilities and Shareholders' Equity

Current liabilities:
     Accounts payable                                                      $      494,375        $     801,685
     Accrued liabilities                                                          117,750              145,532
     Capital taxes payable                                                         12,925               12,806
------------------------------------------------------------------------------------------------------------------------------------
                                                                                  625,050              960,023

Shareholders' equity:
     Capital stock:
         Preferred shares:
              Authorized 10,000,000; no shares issued
                and outstanding                                                         -                    -
         Special shares:
              Authorized 3,400,000; no shares issued and                                -                    -
              outstanding
         Common shares:

              Authorized 50,000,000; 5,942,287 shares issued and
                outstanding at March 31, 2000; 5,743,664
                issued and outstanding at September 30, 1999                        5,942                5,743
         Additional paid-in capital                                             7,463,327            6,675,572
------------------------------------------------------------------------------------------------------------------------------------
                                                                                7,469,269            6,681,315
     Cumulative translation adjustment                                             (2,401)             (14,465)
     Deficit                                                                      (66,632)            (387,857)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                7,400,236            6,278,993

------------------------------------------------------------------------------------------------------------------------------------
                                                                           $    8,025,286        $   7,239,016
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

See accompanying notes to consolidated financial statements.


<PAGE>
V3 semiconductor, inc.
Consolidated Statements of Operations - unaudited
(Stated in United States dollars)
<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                                 Three months ended                Six months ended
                                                                      March 31,                        March 31,
                                                                2000            1999             2000            1999
------------------------------------------------------------------------------------------------------------------------------------
                                                                     (unaudited)                      (unaudited)

<S>                                                        <C>            <C>               <C>            <C>
Sales                                                      $  2,317,915   $  1,607,830      $  4,325,349   $  2,987,067

Cost of goods sold                                              674,310        476,382         1,201,245        862,031
------------------------------------------------------------------------------------------------------------------------------------

                                                              1,643,605      1,131,448         3,124,104      2,125,036

Other income                                                     51,460         63,761           100,471        129,510

Expenses:
     Selling, general and administrative                        883,470        617,025         1,544,853      1,267,309
     Research and development                                   330,971        414,842           706,930        672,193
     Depreciation and amortization                               91,946         61,245           177,219         88,877
     Rent and utilities                                          36,465         32,110            72,317         65,980
     Bank charges and interest                                      394          1,266               729          2,217
------------------------------------------------------------------------------------------------------------------------------------
                                                              1,343,246      1,126,488         2,502,048      2,096,576
------------------------------------------------------------------------------------------------------------------------------------

Income before provision for income taxes                        351,819         68,721           722,527        157,970

Provision for income taxes                                      197,093         19,000           401,302         46,000
------------------------------------------------------------------------------------------------------------------------------------
                                                                197,093         19,000           401,302         46,000

------------------------------------------------------------------------------------------------------------------------------------
Net income                                                 $    154,726   $     49,721      $    321,225   $    111,970
------------------------------------------------------------------------------------------------------------------------------------

Net income per share:
     Basic                                                 $      0.03    $       0.01      $      0.05    $       0.02
     Diluted                                               $      0.02    $       0.01      $      0.05    $       0.02

------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes to consolidated financial statements.

<PAGE>
V3 semiconductor, inc.
Consolidated Statements of Changes in Shareholders' Equity - unaudited
(Stated in United States dollars)

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                   Additional      Total share
                                                   Paid-in capital capital and      Retained
                                                   special shares   additional      earnings    Cumulative      Total
                                 Common shares          and            paid-in  (accumulated    translation     shareholders'
                               Shares   Par value  common shares       capital      deficit)    adjustment      equity (deficit)
------------------------------------------------------------------------------------------------------------------------------------

<S>                <C> <C>   <C>        <C>        <C>              <C>         <C>             <C>              <C>
Balance, September 30, 1999  5,743,664  $ 5,743    $6,675,572       $6,681,315  $  (387,857)    $(14,465)        $6,278,993

Changes during the period:
 Net income                       -          -           -               -          321,225          -              321,225
 Translation adjustment           -          -           -               -             -          12,064             12,064
 Issuance of capital stocks    198,623      199       787,755          787,954         -             -              787,954
------------------------------------------------------------------------------------------------------------------------------------
Balance, March 31, 2000      5,942,287  $ 5,942    $7,463,327       $7,469,269  $   (66,632)    $ (2,401)        $7,400,236
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>



See accompanying notes to consolidated financial statements.


<PAGE>
V3 semiconductor, inc.
Consolidated Statements of Cash Flows - unaudited
(Stated in United States dollars)

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                  Six months ended
                                                                                                      March 31,
                                                                                             2000                  1999
------------------------------------------------------------------------------------------------------------------------------------

Operating activities:
<S>                                                                                 <C>                 <C>
     Net income (loss)                                                              $     321,225       $       111,970
     Add items not involving cash:
         Depreciation and amortization                                                    177,219                88,877
         Deferred revenue                                                                      -                (84,533)
     Changes in working capital balances
         Accounts receivable                                                             (209,528)             (584,651)
         Income taxes payable                                                                 119                (3,976)
         Inventories                                                                     (177,440)              (23,399)
         Prepaid expenses                                                                  62,450                23,039
         Accounts payable                                                                (307,310)              (56,526)
         Accrued liabilities                                                              (27,782)              (33,482)
------------------------------------------------------------------------------------------------------------------------------------
     Total cash used in operating activities                                             (161,047)             (562,681)

Investing activities:
     Additions to capital assets                                                         (226,812)             (502,283)
------------------------------------------------------------------------------------------------------------------------------------
     Total cash used in investing activities                                             (226,812)             (502,283)

Financing activities:
     Issuance of capital stock                                                            787,954                28,950
------------------------------------------------------------------------------------------------------------------------------------
     Total cash provided by  financing activities                                         787,954                28,950
------------------------------------------------------------------------------------------------------------------------------------

Increase (decrease) in cash and cash equivalents                                          400,095            (1,036,014)

Effect of currency translation adjustments on cash                                         12,064               (11,100)

Cash and cash equivalents, beginning of period                                          4,474,174             4,821,556

------------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                                            $   4,886,333       $     3,774,442
------------------------------------------------------------------------------------------------------------------------------------

Cash paid for:
     Interest                                                                       $           -       $           713

------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes to consolidated financial statements.


<PAGE>
V3 semiconductor, inc.
Notes to the Consolidated Financial Statements  - unaudited

1.     Basis of presentation:

       In the  opinion  of  management,  the  unaudited  consolidated  financial
       statements of V3  Semiconductor,  Inc. (the Company) included herein have
       been  prepared on a consistent  basis with the September 30, 1999 audited
       consolidated  financial statements and include all material  adjustments,
       consisting of normal recurring  adjustments,  necessary to fairly present
       the information  set forth therein.  These interim  financial  statements
       should  be read in  conjunction  with  the  September  30,  1999  audited
       consolidated  financial  statements  and  notes  thereto.  The  Company's
       results  of  operations  for  the  first  six  months  of  2000  are  not
       necessarily indicative of future operating results.

       The  preparation  of financial  statements in conformity  with  generally
       accepted accounting  principles requires management to make estimates and
       assumptions that effect the amounts reported in the financial  statements
       and accompanying notes. Actual results could differ materially from those
       estimates.

2.     Earnings per share:

       Net  income  per share has been  calculated  using the  weighted  average
       number of common and  special  shares  outstanding  during  the  periods.
       Special  shares have been  included  in the  weighted  average  number of
       shares  outstanding  as the special shares are  exchangeable  into common
       shares of the Company.

       Application  of the  provisions  of Statement of Financial  Accounting
     Standards No. 128 results in  disclosure of two income per share  measures,
     basic and diluted, on the face of the consolidated statement of income.


       The reconciliation of shares used to calculate basic and diluted earnings
per share is as follows:

<TABLE>
<CAPTION>

                                                         Three months ended              Six months ended
                                                              March 31,                      March 31,
                                                          2000           1999           2000            1999
------------------------------------------------------------------------------------------------------------------------------------

<S>                                                     <C>             <C>             <C>          <C>
       Net income                                       $154,726        $ 49,721        $ 321,225    $ 111,970
       Shares used in basic earnings
         per share computations
         weighted average common and
         special shares outstanding                    5,798,277       5,727,496        5,798,277    5,522,694
------------------------------------------------------------------------------------------------------------------------------------
<PAGE>
V3 semiconductor, inc.
Notes to the Consolidated Financial Statements  - unaudited

       Effect of dilutive securities:
         Dilutive shares contingently
           issuable upon the exercise

           of stock options and warrants               1,053,266         735,364        1,063,291      650,595

       Shares assumed to have been purchased
         for treasury with assumed  proceeds
         from the exercise of stock options and
         warrants                                       (372,210)     (1,007,239)        (470,760)    (978,904)

------------------------------------------------------------------------------------------------------------------------------------
       Average shares outstanding
       - assuming dilution                             6,479,333       5,255,621        6,390,808    5,194,384
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


3.     Capital stock:

       The  authorized  capital  stock of the Company  consists  of:  50,000,000
       common  shares  with a par  value of  $.001  each,  10,000,000  preferred
       shares,  which may be issued in  different  series  and whose  rights and
       privileges  are to be  determined  at the time of  issue,  and  3,400,000
       special  shares with a par value of $0.0005 each.  The special shares are
       voting,  are not  entitled to any  dividends  and can not be  transferred
       without the consent of the Board of Directors.

       The holders of the special  shares are able to exchange one special share
       together  with one  preferred  share of V3  Semiconductor  Corp.  for one
       common share of the Company.

        (a)Stock option plan:


           During  the three  months  ended  March 31,  2000,  the  shareholders
           approved the 2000  Employee  Stock Option Plan  ("ESOP") and the 2000
           Employee  Stock  Purchase  Plan  ("ESPP").  Pursuant to these  plans,
           750,000 common shares are reserved for issue to eligible  individuals
           under the ESOP and 200,000  common  shares are  reserved for issue to
           eligible individuals under the ESPP.

           A total of 130,000  share  options  were  granted and approved by the
           board of directors during the three months ended March 31, 2000 which
           expire  between  January 2010 and March 2010.  Of this total,  40,000
           options  were  granted to the members of the board of  directors  and
           10,000  options  were  granted to a Board  advisor.  Thirty  thousand
           (30,000) of the granted  options  were  granted  pursuant to the 1999
           stock option plan and the  remaining  balance of 100,000 were granted
           pursuant to the 2000 stock  option plan.  The  exercise  price of the
           options granted ranges from $12.75 to $31.47 per share.
<PAGE>
Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

         The  statements  contained in this Report that are not  historical  are
forward-looking   statements,   including  statements  regarding  the  Company's
expectations,   intentions,   beliefs  or   strategies   regarding  the  future.
Forward-looking statements include the Company's statements regarding liquidity,
anticipated  cash needs and  availability  and anticipated  expense levels.  All
forward-looking  statements  included  in this  Report are based on  information
available  to the  Company  on the  date  hereof,  and the  Company  assumes  no
obligation to update any such forward-looking statement. It is important to note
that the Company's  actual  results could differ  materially  from those in such
forward-looking statements.  Additionally, the following discussion and analysis
should be read in  conjunction  with the Financial  Statements and notes thereto
appearing  elsewhere in this Report. The discussion is based upon such Financial
Statements which have been prepared in accordance with U.S.  Generally  Accepted
Accounting Principles and are presented in United States dollars ($).

General

         The Company  designs and markets high  performance  peripheral and core
silicon  products for the Embedded  Systems market.  The Company's  products are
co-peripherals  to  microprocessors  manufactured by third parties such as Intel
Corporation,  Motorola  Corporation,  International  Business  Machine,  Hitachi
Semiconductor of America,  Quantum Effect Design, Texas Instruments,  Integrated
Device  Technology and Advanced Micro Devices.  The principal product lines fall
into three categories: Burst DRAM and SDRAM Memory Controllers (BMC, PDC and SDC
families),  System Controllers (SSC and USC families) and PCI Bridge Controllers
(PSC,  PBC, EPC, USC and HPC families).  These products are used in applications
such as servers, communication routers, data switches, mass storage controllers,
modems,   facsimiles  and  imaging   equipment,   telecommunications   switching
equipment,  networking  controllers,   instrumentation,   industrial  tools  and
consumer appliances.


<PAGE>
Results of Operations

         Three months ended March 31, 2000  compared to three months ended March
31,1999 and six months  ended March 31, 2000  compared to six months ended March
31, 1999.

Overview

         The  following  table sets forth,  for the periods  indicated,  certain
items in the  Company's  Consolidated  Statement  of  Operations  expressed as a
percentage of sales:
<TABLE>
<CAPTION>

                                                                    Three months ended       Six months ended
                                                                      March 31,                  March 31,
                                                                2000          1999            2000         1999

<S>                                                            <C>           <C>              <C>          <C>
Sales                                                          100.0%        100.0%           100%         100%
Gross Profit                                                    70.9          70.4             72.2         71.1
Other Income                                                     2.2           4.0              2.3          4.3
R&D Expenditures(1)                                             21.1          27.0             24.1         24.0
Selling, General & Administrative                               43.7          44.3             41.5         47.7
Net Income                                                       6.7           3.1              7.4          3.7
</TABLE>

(1)      The R&D  expenditures  are expressed before applying R&D tax credits of
         $157,467  during the three months ended March 31, 2000,  $19,000 during
         the three months ended March 31,  1999,  $334,478  during the first six
         months of fiscal  2000 and  $46,000  in the first six  months of fiscal
         1999.

Sales

         Sales for the three  months and six months  ended  March 31,  2000 were
$2,317,915  and   $4,325,349,   representing   increases  of  44.2%  and  44.8%,
respectively,  over sales of $1,607,830  and $2,987,067 for the three months and
six  months  ended  March  31,  1999,  respectively.   The  sales  increase  was
attributable  to an increase in the number of design wins shipping in production
volumes.  Sales  of the PBC and SSC  devices  increased  by  114.6%  and  142.2%
respectively,  for the three months  ended March 31, 2000  compared to the three
months ended March 31, 1999, and increased 42.2% and 129.3%,  respectively,  for
the six months  ended March 31, 2000  compared to the six months ended March 31,
1999.  The BMC and EPC  increased  by 21.2% and 38.3%  respectively  for the six
months ended March 31, 2000 compared to the six months ended March 31, 1999. The
USC devices  were first  introduced  in 1998 and  generated  revenue for the six
months ended March 31, 2000 of $224,878. We expect the sales for this product to
increase as more design wins start to ship in production volumes.


<PAGE>
Gross Profit

         Gross  profit for the three  months and six months ended March 31, 2000
were  $1,643,605  and  $3,124,104,  representing  increases  of 45.3% and 47.0%,
respectively,  over gross  profit of  $1,131,448  and  $2,125,036  for the three
months and six months ended March 31, 1999,  respectively.  Gross  profit,  as a
percentage  of sales,  was 70.9% and 72.2% for the three  months  and six months
ended March 31, 2000, respectively, as compared to 70.4% and 71.1% for the three
months and six months ended March 31, 1999. The slight  increase in gross margin
is a reflection of the reduced product costs  negotiated with the  manufacturing
subcontractors and an increase in the number of design wins of the newer devices
(PDC, SDC, USC) that are shipping in  pre-production  volumes.  As the number of
volume transactions increases, gross margin is expected to level off and decline
slightly.

Other Income

         Included in other income is royalty income and interest  income.  Other
income for the three  months and six months ended March 31, 2000 was $51,460 and
$100,471   respectively.   This  represents  a  decrease  of  19.3%  and  22.4%,
respectively, over other income of $63,761 and $129,510 for the three months and
six months ended March 31, 1999, respectively.

          Other  income,  as a  percentage  of sales,  was 2.2% and 2.3% for the
three months and six months ended March 31, 2000,  respectively.  The comparable
percentages  for the three  months and six months ended March 31, 1999 were 4.0%
and 4.3%.

          Interest generated on short-term investments, as a percentage of other
income,  was 88.0% and 86.8% for the three months and six months ended March 31,
2000, respectively.

         Royalty income for the three months and six months ended March 31, 2000
was $6,188 and $13,124  representing a decrease of 48.8% and 58.3%  respectively
over the royalty  income of $18,267  and  $39,014  for the three  months and six
months ended March 31, 1999, respectively. This decrease was a result of reduced
royalty payments from National Semiconductor.

Research & Development ("R&D") Expenditures

         R&D  expenditures  for the three  months and six months ended March 31,
2000 were $488,438 and  $1,041,408,  representing  increases of 12.6% and 45.0%,
respectively,  over R&D  expenditures  of $433,842  and  $718,193  for the three
months and six months ended March 31, 1999,  respectively.  R&D expenditures are
stated  before  applying  R&D tax credits of $157,467 and $334,478 for the three
months and six months  ended  March 31,  2000,  respectively,  and  $19,000  and
$46,000 for the three months and six months ended March 31, 1999,  respectively.
R&D  expenditures,  as a percentage of sales, were 21.1% and 24.1% for the three
months and six months ended March 31, 2000,  respectively,  as compared to 27.0%
and 24.0% for the three months and six months ended March 31, 1999. The increase
in R&D  expenditures  for both the three  months and six months  ended March 31,
2000 was due  predominantly  to an increase in R&D personnel that resulted in an
increase  in R&D  wages of 35% and  46.7%  over R&D  wages for the three and six
months ended March 31, 1999.


<PAGE>
        Investment Tax Credits ("ITC") and Research and Development Expenditures

         The  Company's   Canadian   subsidiary   incurs   current  and  capital
expenditures,  which are  eligible as a  scientific  research  and  experimental
development ("SR&ED")  expenditures.  The Company earns ITCs at a rate of 20% on
"SR&ED" expenditures each year. These ITCs are available for application against
the Canadian  subsidiary's  federal income taxes payable.  Unclaimed ITCs can be
carried  forward for a period of 10 years.  In addition to this  benefit,  SR&ED
expenditures  incurred  by the  Company's  Canadian  subsidiary  are  deductible
against taxable income. The undeducted SR&ED expenditures can be carried forward
indefinitely.  A  significant  amount of the research and  development  expenses
reported on the income statement  qualify as a SR&ED  expenditures.  The Company
has  elected  to utilize  its ITCs to reduce  taxes  payable  to Nil  instead of
utilizing  SR&ED  expenditures  to  reduce  taxable  income  to  Nil  due to the
carryforward  period  limits on the ITCs.  As a  result,  ITCs in the  amount of
$197,093  and $401,302  were  utilized for the three months ended and six months
ended March 31, 2000,  respectively  to reduce taxes  payable to Nil.  ITCs were
netted  against  the  related   capital  assets  and  research  and  development
expenditures  in the amount of $39,626 and  $157,467  for the three months ended
and $66,824 and $334,478 for the six months ended March 31, 2000.  For the three
months and six months ended March 31,  1999,  ITC claims of $19,000 and $46,000,
respectively were netted against research and development expenses.

Net Income for the period

         Net income for the three months and six months ended March 31, 2000 was
$154,726   and   $321,225,   representing   increases   of  211.2%  and  186.9%,
respectively,  over net income of $49,721 and  $111,970 for the three months and
six months ended March 31, 1999,  respectively.  Net income,  as a percentage of
sales,  increased  to 6.7% and 7.4% for the three  months and six  months  ended
March 31, 2000, respectively, compared to 3.1% and 3.7% for the three months and
six months ended March 31, 1999,  respectively.  This increase in net income was
due primarily to an increase in product sales and gross margin.

Liquidity and Capital Resources

         The  Company's  principal  source of  liquidity  as of March  31,  2000
consisted of $4,886,333 in cash,  cash  equivalents  and short-term  investments
compared to $4,474,174 as of September 30, 1999.

         For the six months  ended March 31,  2000,  net cash used in  operating
activities  was $161,047.  The principle use of cash was an increase in accounts
receivable of $209,528, a decrease in accounts payable of $307,310,  an increase
in inventories of $177,440 and a decrease in accrued liabilities of $27,782. The
principle source of cash was from net income of $321,225. Cash used in investing
activities  was  $226,812  and  reflected  the purchase of hardware and software
tools used to design and  validate  new  products.  Cash  provided by  financing
activities  was $787,954 as a result of the exercise of stock  options.  The net
cash flow provided after all activities was $400,095


<PAGE>
         The Company  believes that its existing cash,  cash flow generated from
operations and the funds  available  under the line of credit will be sufficient
to  meet  the  Company's   capital,   operating  and  research  and  development
requirements for at least the next 12 months. However, there can be no assurance
that  events in the future  will not  require  the  Company  to seek  additional
capital sooner or, if so required,  that such capital will be available on terms
favorable or acceptable to the Company, if at all.


<PAGE>
                                     PART II

                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         None.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         During the period  January 1, 2000 through March 31, 2000,  the Company
granted to certain  employees,  officers and directors of the Company options to
purchase an aggregate of 30,000 shares of Common Stock pursuant to the Company's
1999  Employee  Stock Option Plan and an  aggregate of 100,000  shares of Common
Stock  pursuant to the Company's  2000 Employee Stock Option Plan. The following
table sets forth more specific information relating to such option grants:
<TABLE>
<CAPTION>

          Number of
        Optionholders              Number of Options             Exercise Price             Expiration Date

<S>          <C>                         <C>                        <C>                                   <C>
             1                           2,000                      $12.75                        January 2, 2010
             1                           5,000                      $14.50                       February 8, 2010
             1                           1,500                      $15.00                      February 13, 2010
             1                           2,000                      $15.56                       February 6, 2010
             1                           1,500                      $16.38                       January 23, 2010
             6                          48,000                      $18.56                      February 28, 2010
             1                          20,000                      $25.25                         March 19, 2010
            5(1)                        50,000                      $31.47                         March 22, 2010
</TABLE>

     ---------------------- (1) Represents options granted to certain members of
the Company's Board of Directors and to one Board advisor.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.


<PAGE>
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         On March 23, 2000, the Company held its Annual Meeting of Shareholders.
At the meeting,  the  following  votes were cast for  nominees to the  Company's
Board of Directors:
<TABLE>
<CAPTION>

                                     For                        Withhold Authority

<S>                                 <C>                                <C>
         John Zambakkides           5,107,435                          1,918
         Bernard N. Slade           5,107,435                          1,918
         Jim Wilkinson              5,107,435                          1,918
         Thomas H.R. Gurnee         5,107,435                          1,918
         Robert Skinner             5,107,435                          1,918
         Ilbok Lee                  5,107,435                          1,918
</TABLE>

     As a result,  the  nominees  listed above were each elected to the Board of
Directors.  Mr.  Wilkinson  subsequently  declined his election to the Company's
Board of Directors.

     In addition,  the following  votes were cast to approve the  appointment of
KPMG Peat Marwick as independent auditors:

                      For             Against        Abstain

                  5,101,652           2,721           4,980

         Furthermore,  the  following  votes were cast to approve the  Company's
2000 Employee Stock Option Plan:

                      For            Against         Abstain

                  5,074,778          27,061           7,514

         Finally,  the following  votes were cast to approve the Company's  2000
Employee Stock Purchase Plan:

                      For            Against         Abstain

                  5,009,439           2,160           7,754


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

  (a)  Exhibits

         Exhibit 27:        Financial Data Schedule

  (b)  Reports on Form 8-K

       The  Company  did not file any reports on Form 8-K during the three month
period ended March 31, 2000.
<PAGE>
                                   SIGNATURES

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

                                                           V3 SEMICONDUCTOR INC.


May 5, 2000
                                                        By: /s/ Carl O. Mitchell
                                                            --------------------
                                                                Carl O. Mitchell
                                                        Chief Operating Officer,
                                                         Treasurer and Secretary
                                                        (Principal Financial and
                                                             Accounting Officer)