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 June 30, 1999

[ ]  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 June 30, 1999,  5,544,928 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 June 30, 1999 and September 30, 1998                                              3

Consolidated Statement of Operations for the nine months ended June 30, 1999                                        4

Consolidated Statement of Stockholders' Equity for the period ended                                                 5
June 30, 1999

Consolidated Statement of Cash Flows for the period ended June 30, 1999                                             6

Notes to Consolidated Financial Statements                                                                      7 - 8


</TABLE>


<PAGE>
V3 SEMICONDUCTOR, INC.
Consolidated Balance Sheets
(Stated in United States dollars)
<TABLE>
<CAPTION>


                                                                                June 30,           September 30,
                                                                                  1999                 1998


                                                                              (unaudited)



Assets

Current assets:
<S>                                                                        <C>                   <C>
     Cash and cash equivalents                                             $    3,975,672        $   4,821,556
     Accounts receivable, net of allowance for doubtful
       accounts of $16,145; $15,533 at September 30, 1998                       1,201,531              754,119
     Inventories                                                                  147,846              168,490
     Prepaid expenses                                                              16,873               39,694
                                                                                5,341,922            5,783,859



Capital assets                                                                    971,673              420,794

                                                                           $    6,313,595        $   6,204,653





Liabilities and Shareholders' Equity

Current liabilities:
     Accounts payable                                                      $      442,860        $     576,055
     Accrued liabilities                                                           65,885               64,777
     Capital taxes payable                                                            987                4,940
     Deferred revenue                                                                   -              105,394
                                                                                  509,732              751,166



Shareholders' equity:
     Capital stock:
         Preferred shares:
              Authorized 10,000,000; no shares issued
                and outstanding                                                         -                    -
         Special shares:
              Authorized 3,400,000; 46,368 shares issued and
                outstanding at June 30, 1999; 46,368
                shares issued and outstanding at September 30, 1998                   124                  124
         Common shares:
              Authorized 50,000,000; 5,544,928 shares issued and
                outstanding at June 30, 1999; 5,471,628
                issued and outstanding at September 30, 1998                        5,545                5,472
         Additional paid-in capital                                             6,289,902            6,050,500
                                                                                6,295,571            6,056,096


     Cumulative translation adjustment                                            (20,078)              15,728
     Deficit                                                                     (471,630)            (618,337)
                                                                                5,803,863            5,453,487



                                                                           $    6,313,595        $   6,204,653



</TABLE>


          See accompanying notes to consolidated financial statements.



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

                                                                  Six months ended                    Nine months ended
                                                                      June 30,                                 June 30,
                                                                1999            1998             1999            1998


                                                                     (unaudited)                      (unaudited)



<S>                                                        <C>            <C>               <C>            <C>
Sales                                                      $  1,636,749   $    914,080      $  4,623,816   $  2,639,968

Cost of goods sold                                              476,286        215,398         1,338,317        844,203



                                                              1,160,463        698,682         3,285,499      1,795,765

Other income                                                     26,623         35,927           156,133        126,907

Expenses:
     Selling, general and administrative                        652,581        564,383         1,919,889      1,159,742
     Research and development                                   202,565         90,194           545,740        201,481
     Depreciation and amortization                               65,899         36,486           154,776         82,687
     Rent and utilities                                          34,156         25,831           100,136         69,393
     Bank charges and interest                                    1,082          1,779             3,299          5,616
                                                                956,283        718,673         2,723,840      1,518,919



Income (loss) before income taxes                               230,803         15,936           717,792        403,753

Income taxes:
     Current                                                    196,066          4,883           571,085        124,500
     Deferred                                                         -              -                 -              -

                                                                196,066          4,883           571,085        124,500



Net income                                                 $     34,737   $     11,053      $    146,707   $    279,253





Net income per share:
     Basic                                                 $      0.01    $       0.00      $      0.03    $       0.07
     Diluted                                               $      0.01    $       0.00      $      0.03    $       0.06


</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                            Total
                                                                  Paid-in capital capital and  Retained                  share
                                                                  special shares  additional   earnings      Cumulative  holders'
                            Special shares     Common shares      and             paid-in      (accumulated  translation equity
                            Shares    Par    Shares    Par value  common shares   capital      deficit)      adjustment  (deficit)
                                      value
<S>                         <C>       <C>    <C>        <C>       <C>             <C>          <C>           <C>         <C>
Balance, September 30, 1998 46,368    $124   5,471,628  $5,472    $6,050,500      $6,056,096   $(618,337)    $15,728     $5,453,487

Changes during the period:
Net income                     -       -        -          -         -                 -         146,707        -           146,707
Translation adjustment         -       -        -          -         -                 -          -          (35,806)       (35,806)
Issuance of capital stocks     -       -        73,300      73       239,402         239,475      -                         239,475
Balance, June 30, 1999      46,368    $124   5,544,928  $5,545    $6,289,902      $6,295,571   $(471,630)    $(20,078)   $5,803,863

</TABLE>





          See accompanying notes to consolidated financial statements.


                                        5


<PAGE>
V3 SEMICONDUCTOR, INC.
Consolidated Statements of Cash Flows - unaudited
(Stated in United States dollars)
<TABLE>
<CAPTION>

                                                                      Nine months ended
                                                                           June 30,
                                                                  1999                 1998

Operating activities:
<S>                                                          <C>                   <C>
     Net income (loss) ...................................   $   146,707           $   279,253
     Add items not involving cash:
         Depreciation and amortization ...................       154,776                82,687
         Deferred revenue ................................      (105,394)               (6,699)
     Changes in working capital balances
         Accounts receivable .............................      (447,412)             (328,104)
         Capital taxes ...................................        (3,953)               (2,534)
         Inventories .....................................        20,644               (47,054)
         Prepaid expenses ................................        22,821                 8,463
         Accounts payable ................................      (133,195)               18,339
         Accrued liabilities .............................         1,108                (5,442)
     Total cash provided by (used in) operating activities      (343,898)               (1,091)



Investing activities:
     Additions to capital assets .........................      (705,655)             (109,444)
     Total cash used in investing activities .............      (705,655)             (109,944)



Financing activities:
     Issuance of capital stocks ..........................       239,475             4,374,832
     Repayment of bank term loan .........................          --                 (45,875)
     Repayment of obligation under capital lease .........          --                  (8,350)
     Total cash provided by (used in) financing activities       239,475             4,320,607

Increase (decrease) in cash and cash equivalents .........      (810,078)            4,210,072

Effect of currency translation adjustments on cash .......       (35,806)               16,360

Cash and cash equivalents, beginning of period ...........     4,821,556               558,676

Cash and cash equivalents, end of period .................   $ 3,975,672           $ 4,785,108

Cash paid for:
     Interest ............................................   $       245           $     3,374

</TABLE>



          See accompanying notes to consolidated financial statements.


                                        6


<PAGE>
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, 1998 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,  1998  audited  consolidated
     financial statements and notes thereto. The Company's results of operations
     for the first nine months of 1999 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 assuming dilution,  on the face of the consolidated  statement of
     income.



<PAGE>
       The reconciliation of shares used to calculate basic and diluted earnings
per share is as follows:
<TABLE>
<CAPTION>

                                                          Six months ended               Nine months ended
                                                              June 30,                       June 30,
                                                          1999           1998           1999            1998



<S>                                                     <C>             <C>             <C>          <C>
       Net income                                       $ 34,737        $ 11,053        $ 146,707    $ 279,253

       Shares used in basic earnings
         per share computations
         weighted average common and
         special shares outstanding                    5,552,041       4,573,516        5,532,511    4,281,345




       Effect of dilutive securities:
         Dilutive shares contingently
           issuable upon the exercise
           of stock options and warrants               1,055,392         558,993          785,425      469,962

       Shares assumed to have been purchased
         for treasury with assumed  proceeds
         from the exercise of stock options and
         warrants                                       (577,661)       (432,044)        (776,471)   (386,034)

Average shares outstanding
       - assuming dilution                             6,029,772       4,700,464        5,541,465    4,365,273

</TABLE>








<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 six 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

         Six  months  ended June 30,  1999  compared  to six  months  ended June
30,1998 and nine months  ended June 30, 1999  compared to nine months ended June
30, 1998.

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>

                                                                  Six months ended           Nine months ended
                                                                      June 30,                   June 30,
                                                                1999          1998            1999         1998
<S>                                                            <C>           <C>             <C>          <C>
Sales                                                          100.0%        100.0%          100%         100%
Gross Profit                                                    70.9          76.4             71.1       68.0
Other Income                                                     1.6           3.9              3.4        4.8
R&D Expenditures(1)                                             24.4          10.4             24.2       12.3
Selling, General & Administrative                               39.9          61.7             41.5       43.9
Net Income                                                       2.1           1.3              3.2       10.6
</TABLE>


     (1) The R&D  expenditures  are expressed before applying R&D tax credits of
$196,066 in the third  quarter of fiscal  1999,  $4,883 in the third  quarter of
fiscal  1998,  $571,085 in the first nine months of fiscal 1999 and  $124,500 in
the first nine months of fiscal 1998.

Sales

         Sales for the six  months  and nine  months  ended  June 30,  1999 were
$1,636,749  and  $4,623,816,   representing   increases  of  66.12%  and  83.0%,
respectively,  over sales of $914,080 and $2,639,968 for the six months and nine
months  ended June 30,  1998,  respectively.  The  increased  sales  reflect and
increase in unit sales of all the  Company's  products due to  continued  market
acceptance.  Sales of BMC, SSC and PBC devices increased by 140.01%,  193.2% and
36.7%, respectively,  for the six months ended June 30, 1999 compared to the six
months  ended  June  30,  1998,   and  increased   123.9%,   61.7%  and  195.9%,
respectively,  for the nine  months  ended June 30,  1999  compared  to the nine
months ended June 30, 1998.  Sales growth will continue to increase as result of
the release of new products,  specifically the PDC and second  generation of USC
devices, and continued demand of existing product lines by our customer base.



<PAGE>
Gross Profit

         Gross  profit for the six months and nine  months  ended June 30,  1999
were  $1,160,463  and  $3,285,499,  representing  increases  of 66.1% and 83.0%,
respectively,  over gross profit of $698,682 and  $1,795,765  for the six months
and nine months ended June 30, 1998, respectively. Gross profit, as a percentage
of sales,  was 70.9% and 71.1% for the six months and nine months ended June 30,
1999,  respectively,  as compared to 76.4% and 68.0% for the six months and nine
months ended June 30, 1998.  Over the past eighteen  months the Company has been
very  successful at reducing its product  costs to improve gross profit.  As the
number  of  volume  shipments  increases  there  will be  added  pressure,  from
customers,  to lower  the  selling  price and the gross  profit is  expected  to
decline  slightly  as a result.  In  addition,  the cost of sales will  slightly
increase as the Company  outsourced  its  logistics  functions  to a third party
expert for most of its product  lines in order to enhance in meeting the demands
of our customers.

Other Income

         Included  in other  income  are  royalty  income,  consulting  fees and
interest income.  Other income for the six months and nine months ended June 30,
1999 were $26,623 and $156,133,  representing  decrease of 25.9% and increase of
23.0%,  respectively,  over other  income of $35,927  and  $126,907  for the six
months and nine months ended June 30, 1998,  respectively.  Other  income,  as a
percentage of sales,  was 1.6% and 3.4% for the six months and nine months ended
June 30, 1999, respectively, as compared to 3.9% and 4.8% for the six months and
nine months ended June 30, 1998.  Interest generated on short-term  investments,
as a percentage of other income, was 93.9% and 81.6% for the six months and nine
months ended June 30, 1999, respectively. As sales increase and royalty payments
continue to decline  other income will  continue to decrease as a percentage  of
sales.

Research & Development ("R&D") Expenditures

         R&D expenditures for the six months and nine months ended June 30, 1999
were  $398,631  and  $1,116,825,  representing  increases  of 319.3% and 242.6%,
respectively,  over R&D  expenditures of $95,077 and $325,981 for the six months
and nine months ended June 30, 1998,  respectively.  R&D expenditures are stated
before  applying R&D tax credits of $196,066 and $571,085 for the six months and
nine months ended June 30, 1999,  respectively,  and $4,883 and $124,500 for the
six months and nine months ended June 30, 1998, respectively.  R&D expenditures,
as a  percentage  of sales,  were  24.4% and 24.2% for the six  months  and nine
months ended June 30, 1999, respectively, as compared to 10.4% and 12.3% for the
six months and nine months  ended June 30, 1998.  The  increases in R&D expenses
for both the six  months  and  nine  months  ended  June  30,  1999  were due to
increased  personnel costs required to staff the new memory controller group and
increased  prototyping  and  subcontractor  costs  incurred to develop the first
generation PDC and second generation USC devices.



<PAGE>
Net Income for the period

     Net  income for the six months  and nine  months  ended June 30,  1999 were
$34,737 and  $146,707,  representing  increase of 202.0% and  decrease of 47.5%,
respectively,  over net income of $11,503  and  $279,253  for the six months and
nine months ended June 30, 1999,  respectively.  Net income,  as a percentage of
sales,  were 2.1% and 3.2% for the six  months  and nine  months  ended June 30,
1999,  respectively,  compared  to 1.3% and  10.6% for the six  months  and nine
months  ended  June  30,  1998,  respectively.  Increases  in R&D  expenditures,
advertising,  trade show  expenses and selling  commissions  were the  principal
reasons for the decline in net income.

Liquidity and Capital Resources

     The Company's  principal  source of liquidity as of June 30, 1999 consisted
of $3,975,672 in cash and  short-term  investments  compared to $4,821,556 as of
September 30, 1998.

     For the nine  months  ended  June 30,  1999,  net  cash  used by  operating
activities  was $343,898.  The  principle  use of cash was to increase  accounts
receivable  by $447,412 as a result of an increase of 75.1% in sales,  to reduce
accounts  payable by  $133,195.  For the nine months  ended June 30,  1999,  the
principle  source  of cash was from net  income  of  $146,707.  Net cash used in
operating  activities  for the nine  months  ended June 30,  1998 was $1,091 and
reflected  significantly  of  increased  accounts  receivable  of  $328,104  and
inventories of $47,054 less net income of $279,253.

     For the nine  months  ended  June 30,  1999,  net  cash  used by  investing
activities  was $705,655 and  reflected  the  purchases of hardware and software
tools used to design and validate new  products.  For the nine months ended June
30, 1998,  net cash used by investing  activities was $109,944 and reflected the
purchase of computer equipment and office furniture.

     For the nine months  ended June 30,  1999,  net cash  provided by financing
activities was $239,475  reflecting the exercise of stock options.  For the nine
months ended June 30, 1998,  the net cash provided by financing  activities  was
$4,320,607 and was significantly  from issuance of capital stocks less repayment
of the bank loan and lease obligations.

     For the nine  months  ended June 30, 1999 and June 30,  1998,  the net cash
used  in  all   activities   was  $810,078  and  provided  by  was   $4,210,072,
respectively.

     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>
Year 2000

     Many currently  installed  computer systems and software products are coded
to accept only two digit entries in the date code field.  These date code fields
will need to accept  four digits to  distinguish  21st  century  dates from 20th
century dates.  Therefore,  any such computer systems and software products that
recognize  a date code field of "00" as the year 1900  rather than the year 2000
could result in errors or system failures. As a result, many companies' software
and computer systems may need to be upgraded or replaced in order to resolve the
potential  impact of this  misinterpretation  and the resulting errors or system
failures and to make such systems,  equipment and software Year 2000  compliant.
In addition,  the Company  relies upon  products and  information  from critical
suppliers,  large customers and other outside  parties,  in the normal course of
business,  whose software programs are also subject to the same problem.  Should
miscalculations  or other operational  errors occur as a result of the Year 2000
issue,  the  Company or the parties on which it depends may be unable to produce
reliable information or process routine transactions.  Furthermore, in the worse
case, the Company or the parties on which it depends may, for an extended period
of time, be incapable of conducting critical business activities,  which include
but are not limited to, manufacturing and shipping products, invoicing customers
and paying vendors.

     The Company is  continuing  to assess the impact that the Year 2000 Problem
may have on its operations  and has identified the following  three key areas of
its business that may be affected:

Products

     The Company has  evaluated  each of its products and believes  that each is
substantially Year 2000 compliant.  However, the Company believes that it is not
possible to  determine  whether all of its  customers'  products  into which the
Company's  products are  incorporated  will be Year 2000  compliant  because the
Company has little or no control over the design,  production and testing of its
customers' products.

Business Systems

     Based on the Company's  continuing  assessment,  the Company has determined
that the cores of its business software  applications,  including those critical
to the Company's normal operation are Year 2000 compliant.  However, the Company
is currently  installing  business and planning  software  from JD Edwards.  The
costs  associated  with  bringing  on-line this business  planning  application,
estimated to be between  $100,000 and $250,000,  have not been  allocated to the
Year 2000 issue as they will be purchased by the Company to satisfy its business
needs and not solely to address the Year 2000 issue.



<PAGE>
Third-Party Suppliers

     The Company relies,  directly and indirectly,  on external systems utilized
by its suppliers for the  management  and control of  fabrication,  assembly and
testing  of  substantially  all of  the  Company's  products.  The  Company  has
contacted all of its major suppliers and other critical  business partners in an
effort to identify and mitigate Year 2000 matters originating from third parties
which may adversely affect the Company.  Contingency plans, if required, will be
developed for  transactions  with suppliers that appear to be lagging with their
Year 2000 readiness  programs.  This may include replacing these suppliers.  The
Company is currently  reviewing supplier  responses and is obtaining  additional
information.

     The Company will use  internal  resources to complete the Year 2000 project
and does not expect the costs from  implementing  the project to have a material
effect on the Company's business operations or financial condition.



<PAGE>
                                     PART II
                                OTHER INFORMATION

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 six month
period ended June 30, 1999.





<PAGE>
                                   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 thereunto duly authorized.


                                                    V3 SEMICONDUCTOR, INC.


Date: August 12, 1999                        By: /s/Carl Mitchell
                                                    Carl Mitchell, Secretary and
                                                     Principal Financial Officer