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, 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 March 31, 1999, 5,532,996 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 OF CONTENTS
<TABLE>
<CAPTION>

<S>                                     <C> <C>                <C> <C>                                              <C>
Consolidated  Balance Sheet as of March 31, 1999 and September 30, 1998                                             3

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

Consolidated Statement of Stockholders' Equity for the period ended                                                 5       
March 31, 1999

Consolidated Statement of Cash Flows for the period ended March 31, 1999                                            6

Notes to Consolidated Financial Statements                                                                      7 - 9
</TABLE>







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


                                                                                March 31,          September 30,
                                                                                  1999                 1998


                                                                              (unaudited)



Assets

Current assets:
<S>                                                                        <C>                   <C>          
     Cash and cash equivalents                                             $    3,774,442        $   4,821,556
     Accounts receivable, net of allowance for doubtful
       accounts of $15,764; $15,533 at September 30, 1998                                            1,338,770     754,119
     Inventories                                                                  191,889              168,490
     Prepaid expenses                                                              16,655               39,694
                                                                                5,321,756            5,783,859



Capital assets                                                                    834,400              420,794

                                                                           $    6,156,156        $   6,204,653





Liabilities and Shareholders' Equity

Current liabilities:
     Accounts payable                                                      $      519,529        $     576,055
     Accrued liabilities                                                           31,495               64,777
     Capital taxes payable                                                            964                4,940
     Deferred revenue                                                              20,861              105,394
                                                                                  572,849              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 March 31, 1999; 46,368
                shares issued and outstanding at September 30, 1998                   124                  124
         Common shares:
              Authorized 50,000,000; 5,486,628 shares issued and
                outstanding at March 31, 1999; 5,471,628
                issued and outstanding at September 30, 1998                        5,487                5,472
         Additional paid-in capital                                             6,079,435            6,050,500
                                                                                6,085,046            6,056,096


     Cumulative translation adjustment                                              4,628               15,728
     Deficit                                                                     (506,367)            (618,337)
                                                                                5,583,307            5,453,487



                                                                           $    6,156,156        $   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>

                                                                 Three months ended                    Six months ended
                                                                      March 31,                               March 31,
                                                                1999            1998             1999            1998


                                                                     (unaudited)                      (unaudited)



<S>                                                        <C>            <C>               <C>            <C>         
Sales                                                      $  1,607,830   $    832,015      $  2,987,067   $  1,725,888

Cost of goods sold                                              476,382        261,084           862,031        628,805

                                                              1,131,448        570,931         2,125,036      1,097,083

Other income                                                     63,761         48,522           129,510         90,980

Expenses:
     Selling, general and administrative                        617,025        314,461         1,267,309        595,359
     Research and development                                   414,842         53,215           672,193        111,287
     Depreciation and amortization                               61,245         19,805            88,877         46,201
     Rent and utilities                                          32,110         22,881            65,980         43,562
     Bank charges and interest                                    1,266          1,777             2,217          3,837
                                                              1,126,488        412,139         2,096,576        800,246

Income (loss) before income taxes                                68,721        207,314           157,970        387,817

Income taxes:
     Current                                                     19,000         62,617            46,000        119,617
     Deferred                                                         -              -                 -              -
                                                                 19,000         62,617            46,000        119,617

Net income                                                 $     49,721   $    144,697      $    111,970   $    268,200

Net income per share:
     Basic                                                 $      0.01    $       0.03      $      0.02    $       0.06
     Diluted                                               $      0.01    $       0.03      $      0.02    $       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   
                                                                   Paid-in      Total share
                                                                   capital      capital and       Retained                Total   
                                                                   special       additional       earnings    Cumulative  share-
                               Special shares    Common shares     shares and       paid-in   (accumulated    translation holders'
                            Shares  Par value  Shares  Par value   common shares    capital        deficit)   adjustment  equity 
                                                                                                                          (deficit) 

<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                   -        -        -           -         -             -             111,970         -         111,970
 Translation adjustment       -        -        -           -         -             -            -             (11,100)     (11,100)
 Issuance of capital stocks   -        -         15,000       15        28,935       28,950      -                           28,950
Balance, March 31, 1999      46,368   $124    5,486,628  $ 5,487   $ 6,079,435  $ 6,085,046    $ (506,367)    $  4,628   $5,583,307

</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>

                                                                                                  Six months ended
                                                                                                      March 31,
                                                                                            1999                   1998





Operating activities:
<S>                                                                                 <C>                 <C>            
     Net income (loss)                                                              $     111,970       $       268,200
     Add items not involving cash:
         Depreciation and amortization                                                     88,877                46,201
         Deferred revenue                                                                 (84,533)               13,484
     Changes in working capital balances
         Accounts receivable                                                             (584,651)            (165,196)
         Income taxes                                                                      (3,976)                 (69)
         Inventories                                                                      (23,399)             (47,872)
         Prepaid expenses                                                                  23,039                     4
         Accounts payable                                                                 (56,526)             (97,865)
         Accrued liabilities                                                              (33,482)                5,033
     Total cash provided by (used in) operating activities                               (562,681)               21,920



Investing activities:
     Additions to capital assets                                                         (502,283)             (37,129)
     Total cash used in investing activities                                             (502,283)             (37,129)



Financing activities:
     Issuance of capital stocks                                                            28,950                     -
     Repayment of bank term loan                                                                -              (30,857)
     Repayment of obligation under capital lease                                                -               (4,104)
     Total cash provided by (used in) financing activities                                 28,950              (34,961)


Increase (decrease) in cash and cash equivalents                                       (1,036,014)             (50,170)

Effect of currency translation adjustments on cash                                        (11,100)               11,867

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

Cash and cash equivalents, end of period                                            $   3,774,442       $       520,373

Cash paid for:
     Interest                                                                       $         713               $ 2,358



</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 six 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>

                                                         Three months ended              Six months ended
                                                              March 31,                      March 31,
                                                          1999           1998           1999            1998



<S>                                                     <C>            <C>              <C>          <C>      
       Net income                                       $ 49,721       $ 144,697        $ 111,970    $ 268,200

       Shares used in basic earnings
         per share computations
         weighted average common and
         special shares outstanding                    5,527,496       4,135,282        5,522,694    4,135,260




       Effect of dilutive securities:
         Dilutive shares contingently
           issuable upon the exercise
           of stock options and warrants                 735,364         467,572         650,595      442,709

       Shares assumed to have been purchased for 
         treasury with assumed  proceeds
         from the exercise of stock options and
         warrants                                     (1,007,239)       (334,438)        (978,904)   (376,023)

Average shares outstanding
       - assuming dilution                             5,255,621       4,268,416        5,194,384    4,201,946


</TABLE>
     For the three and six  months  ended  March  31,  1999 the  impact of stock
options are  anti-dilutive and are excluded from the calculations of diluted net
earnings per share.  Accordingly,  diluted net earnings per share are equivalent
to basic net earnings per share for those periods.

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.


<PAGE>
      (a)        Stock option plan:

          On February 25, 1999,  the Board of Directors  approved the 1999 stock
     option plan.  Pursuant to the plan,  700,000 common shares are reserved for
     issue to eligible individuals.

          A total of 552,300  share  options  were  granted and  approved by the
     Board of  Directors  during the three  months  ended  March 31,  1999 which
     expire between February 2009 and March 2009. Of this total,  40,000 options
     were granted to the members of the board of directors, 400,000 options were
     granted to an officer and  director  and 54,000  options  were granted to 2
     officers of the  Company.  All options  were  granted  pursuant to the 1999
     stock option plan.  The options  exercise  prices range from $3.40 to $4.00
     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, 1999  compared to three  months  ended March
31,1998 and six months  ended March 31, 1999  compared to six months ended March
31, 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>

                                                                 Three months ended          Six months ended
                                                                      March 31,                  March 31,
                                                                1999          1998            1999         1998
<S>                                                            <C>           <C>             <C>          <C> 
Sales                                                          100.0%        100.0%          100%         100%

Gross Profit                                                    70.4          68.6             71.1       63.6

Other Income                                                     4.0           5.8              4.3        5.3

R&D Expenditures(1)                                             27.0          13.9             24.0       13.4

Selling, General & Administrative                               44.3          43.1             47.7       39.9

Net Income                                                       3.1          17.4              3.7       15.5

</TABLE>

     (1) The R&D  expenditures  are expressed before applying R&D tax credits of
$19,000 in the first  three  months of fiscal  1999,  $62,617 in the first three
months of fiscal  1998,  $46,000  in the  first  six  months of fiscal  1999 and
$119,617 in the first six months of fiscal 1998.

Sales

     Sales  for the three  months  and six  months  ended  March  31,  1999 were
$1,607,830  and   $2,987,067,   representing   increases  of  93.2%  and  73.1%,
respectively, over sales of $832,015 and $1,725,888 for the three months and six
months ended March 31,  1998,  respectively.  The  increased  sales  reflect and
increase in unit sales of all the  Company's  products due to  continued  market
acceptance.  Sales of the BMC and EPC  devices  increased  by 188.1% and 459.4%,
respectively,  for the three months  ended March 31, 1999  compared to the three
months ended March 31, 1998, and increased 133.6% and 559.6%, respectively,  for
the six months  ended March 31, 1999  compared to the six months ended March 31,
1998.

Gross Profit

     Gross  profit for the three months and six months ended March 31, 1999 were
$1,131,448  and   $2,125,036,   representing   increases  of  70.4%  and  71.1%,
respectively,  over gross profit of $570,931 and $1,097,083 for the three months
and six months ended March 31, 1998, respectively. Gross profit, as a percentage
of sales,  was 70.4% and 71.1% for the three  months and six months  ended March
31, 1999, respectively,  as compared to 68.6% and 63.6% for the three months and
six months ended March 31, 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.



<PAGE>
Other Income

     Included in other income is royalty  income,  consulting  fees and interest
income.  Other  income for the three  months and six months ended March 31, 1999
were  $63,761  and  $129,510,   representing   increases  of  31.4%  and  42.3%,
respectively,  over other income of $48,522 and $90,980 for the three months and
six months ended March 31, 1998, respectively.  Other income, as a percentage of
sales,  was 4.0% and 4.3% for the three  months and six months  ended  March 31,
1999,  respectively,  as compared to 5.8% and 5.3% for the three  months and six
months ended March 31, 1998. Interest generated on short-term investments,  as a
percentage  of other  income,  was 78.6% and 79.1% for the three  months and six
months  ended  March 31,  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 three months and six months ended March 31, 1999
were  $433,842  and  $718,193,  representing  increases  of 274.5%  and  211.0%,
respectively,  over R&D  expenditures  of $115,832  and  $230,904  for the three
months and six months ended March 31, 1998,  respectively.  R&D expenditures are
stated  before  applying  R&D tax  credits of $19,000  and $46,000 for the three
months and six months  ended  March 31,  1999,  respectively,  and  $62,617  and
$119,617 for the three months and six months ended March 31, 1998, respectively.
R&D  expenditures,  as a percentage of sales, were 27.0% and 24.0% for the three
months and six months ended March 31, 1999,  respectively,  as compared to 13.9%
and 13.4%  for the three  months  and six  months  ended  March  31,  1998.  The
increases  in R&D  expenses for both the three months and six months ended March
31, 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.

Net Income for the period

     Net income for the three  months and six months  ended  March 31, 1999 were
$49,721 and $111,970,  representing decreases of 65.6% and 58.3%,  respectively,
over net income of $144,697  and  $268,200  for the three  months and six months
ended March 31,  1998,  respectively.  Net  income,  as a  percentage  of sales,
decreased  to 3.1% and 3.7% for the three  months and six months ended March 31,
1999,  respectively,  compared  to 17.4% and 15.5% for the three  months and six
months  ended  March 31,  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 March 31, 1999 consisted
of $3,774,442 in cash, cash equivalents and short-term  investments  compared to
$4,821,556 as of September 30, 1998.

     For the six  months  ended  March  31,  1999,  net cash  used by  operating
activities  was $562,681.  The  principle  use of cash was to increase  accounts
receivable  by $584,651 as a result of an increase of 73.1% in sales,  to reduce
accounts  payable by $56,526 and to reduce accrued  liabilities by $33,482.  For
the six months ended March 31, 1999,  the principle  source of cash was from net
income of $111,970. Net cash provided by operating activities for the six months
ended  March 31,  1998 was $21,920  and  reflected  net income of $268,200  less
increased accounts receivables of $165,196, increased inventories of $47,872 and
decreased accounts payable of $97,865.

     For the six  months  ended  March  31,  1999,  net cash  used by  investing
activities  was  $502,283  and  reflected  the purchase of hardware and software
tools used to design and validate new  products.  For the six months ended March
31, 1998,  net cash used by investing  activities  was $37,129 and reflected the
purchase of computer equipment and office furniture.

     For the six months  ended March 31,  1999,  net cash  provided by financing
activities was $28,950  reflecting  the exercise of stock  options.  For the six
months  ended March 31,  1998,  the net cash used in  financing  activities  was
$34,961 and was primarily used to repay the bank loan and lease obligations.
<PAGE>
     For the six months  ended March 31, 1999 and March 31,  1998,  the net cash
used in all activities was $1,036,014 and $50,170, 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.

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:



<PAGE>
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 evaluating business and planning software from JD Edwards, BAAN and
Navision  and plans to  install  one of these  systems  late in 1999.  The costs
associated with bringing  on-line one of these business  planning  applications,
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.

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 1.  LEGAL PROCEEDINGS

         None.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         During the period  January 1, 1999 through March 31, 1999,  the Company
granted to certain  employees,  officers and directors of the Company options to
purchase  an  aggregate  of  552,300  shares of  Common  Stock  pursuant  to the
Company's 1999 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> <C> 
             1                             2,000                           $4.00                           March 25, 2002
           18(1)                         108,300                           $4.00                        February 28, 2009
            1(2)                         400,000                           $3.40                        February 28, 2009
             1                             2,000                           $3.81                        February 28, 2009
            4(3)                          40,000                           $4.00                           March 28, 2009
</TABLE>

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

     (1) 54,000 of such options were granted to certain officers of the Company.

     (2) Represents  options  granted to John  Zambakkides,  the Chief Executive
Officer and

     (3) Director of the Company.  Represents options granted to certain members
of the Company's Board of Directors.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.



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

         At the  Annual  Meeting of  Shareholders  held on March 29,  1999,  the
following proposals were adopted by the margins indicated:

          1.      To elect a Board  of  Directors  to hold  office  until  their
                  successors are elected and qualified.
<TABLE>
<CAPTION>

                                                     Number of Shares
                                              For                                          Withheld
<S>                                           <C>                                           <C>    
         John Fazackerley                     3,298,474                                     543,654
         John Zambakkides                     3,298,474                                     543,654
         Bernard N. Slade                     3,298,474                                     543,654
         James Wilkinson                      3,298,474                                     543,654
         Robert Skinner                       3,298,474                                     543,654

</TABLE>
         2. To approve the Company's 1999 Employee Stock Option Plan:
<TABLE>
<CAPTION>

             For                           Against                         Abstain

<S>       <C>                              <C>                              <C>   
          3,228,574                        581,354                          32,200

</TABLE>

         3. To ratify  the  appointment  of KPMG  Peat  Marwick  as  independent
auditors:

<TABLE>
<CAPTION>
             For                           Against                         Abstain

<S>       <C>                              <C>                              <C>   
          3,228,574                        581,354                          32,200
</TABLE>


ITEM 5.  OTHER INFORMATION

         Effective  as of April  30,  1999,  Gregg E.  Smith  resigned  from his
position as the Company's Vice-President of Sales and Marketing and is no longer
employed by the Company.

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 March 31, 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: May 14, 1999                                          By: /s/Carl Mitchell
                                                    Carl Mitchell, Secretary and
                                                     Principal Financial Officer




<PAGE>