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 December 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 December 31, 1999,  5,780,263 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

                      Consolidated Financial Statements of

                             V3 SEMICONDUCTOR, INC.

              Periods ended December 31, 1999 and 1998 - Unaudited

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>                                        <C> <C>                <C> <C>                                         <C>
Consolidated  Balance Sheet as of December 31, 1999 and September 30, 1999                                        3

Consolidated Statement of Operations for the three months ended December 31, 1999                                 4

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

Consolidated Statement of Cash Flows for the period ended December 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>

------------------------------------------------------------------------------------------------------------------------------------
                                                                                 December 31,         September 30,
                                                                                     1999                 1999
------------------------------------------------------------------------------------------------------------------------------------
                                                                                  (Unaudited)

Assets

Current assets:
<S>                                                                        <C>                   <C>
     Cash and cash equivalents                                             $    4,708,203        $   4,474,174
     Accounts receivable, net of allowance for doubtful
       accounts of $19,248; $16,352 at September 30, 1999                       1,535,742            1,447,455
     Inventories                                                                  360,022               53,873
     Prepaid expenses                                                             102,855              163,908
------------------------------------------------------------------------------------------------------------------------------------
                                                                                6,706,822            6,139,410

Capital assets                                                                  1,156,042            1,099,606

------------------------------------------------------------------------------------------------------------------------------------
                                                                           $    7,862,864        $   7,239,016
------------------------------------------------------------------------------------------------------------------------------------

Liabilities and Shareholders' Equity

Current liabilities:
     Accounts payable                                                      $    1,094,910        $     801,685
     Accrued liabilities                                                          158,419              145,532
     Capital taxes payable                                                         12,943               12,806
------------------------------------------------------------------------------------------------------------------------------------
                                                                                1,266,273              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; 5,780,263 shares issued and
                outstanding at December 31, 1999; 5,743,664
                issued and outstanding at September 30, 1999                        5,780                5,743
         Additional paid-in capital                                             6,816,845            6,675,572
------------------------------------------------------------------------------------------------------------------------------------
                                                                                6,822,625            6,681,315
     Cumulative translation adjustment                                             (4,676)             (14,465)
     Deficit                                                                     (221,358)            (387,857)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                6,596,591            6,278,993

------------------------------------------------------------------------------------------------------------------------------------
                                                                           $    7,862,864        $   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
                                                                                                   December 31,
------------------------------------------------------------------------------------------------------------------------------------
                                                                                             1999                  1998
------------------------------------------------------------------------------------------------------------------------------------

<S>                                                                                <C>                  <C>
Sales                                                                              $    2,007,434       $     1,379,237

Cost of goods sold                                                                        526,935               385,648
------------------------------------------------------------------------------------------------------------------------------------

                                                                                        1,480,499               993,589

Other income                                                                               49,011                65,749

Expenses:
     Selling, general and administrative                                                  661,383               650,285
     Research and development                                                             375,959               257,351
     Depreciation and amortization                                                         85,273                27,632
     Rent and utilities                                                                    35,852                33,870
     Bank charges and interest                                                                335                   951
------------------------------------------------------------------------------------------------------------------------------------
                                                                                        1,158,802               970,089
------------------------------------------------------------------------------------------------------------------------------------

Income (loss) before income taxes                                                         370,708                89,249

Income taxes:
     Current                                                                              204,209                27,000
     Deferred                                                                                   -                     -
------------------------------------------------------------------------------------------------------------------------------------
                                                                                          204,209                27,000

------------------------------------------------------------------------------------------------------------------------------------
Net income (loss)                                                                  $      166,499       $        62,249
------------------------------------------------------------------------------------------------------------------------------------

Net income (loss) per share:
     Basic                                                                          $        0.03       $          0.01
     Diluted                                                                                 0.03                  0.01

------------------------------------------------------------------------------------------------------------------------------------
</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 value    Shares  Par value   common shares   capital      deficit)     adjustment   (deficit)
------------------------------------------------------------------------------------------------------------------------------------

<S>                <C> <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:
Issuance of common shares    -       -           36,599      37        141,273         141,310        -           -          141,310
Net income                   -       -             -          -           -               -        166,499        -          166,499
Translation adjustment       -       -             -          -           -               -           -          9,789         9,789

------------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1999   -    $  -        5,780,263  $5,780     $6,816,845      $6,822,625   $(221,358)   $ (4,676)   $6,596,591
------------------------------------------------------------------------------------------------------------------------------------
</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>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                 Three months ended
                                                                                                    December 31,
------------------------------------------------------------------------------------------------------------------------------------
                                                                                             1999                  1998
------------------------------------------------------------------------------------------------------------------------------------

Operating activities:
<S>                                                                                 <C>                 <C>
     Net income (loss)                                                              $     166,499       $        62,249
     Add items not involving cash:
         Depreciation and amortization                                                     85,273                27,632
         Deferred revenue                                                                      -                   (145)
     Changes in working capital balances
         Accounts receivable                                                              (88,287)              (37,705)
         Income taxes                                                                         137                  (918)
         Inventories                                                                     (306,149)               15,451
         Prepaid expenses                                                                  61,053                16,714
         Accounts payable                                                                 293,226              (214,243)
         Accrued liabilities                                                               12,887               (39,172)
------------------------------------------------------------------------------------------------------------------------------------
     Total cash provided by (used by) operating activities                                224,639              (170,137)

Investing activities:
     Additions to capital assets                                                         (141,709)              (60,706)
------------------------------------------------------------------------------------------------------------------------------------
     Total cash used by investing activities                                             (141,709)              (60,706)

Financing activities:
     Issuance of common shares                                                            141,310                     -
------------------------------------------------------------------------------------------------------------------------------------
     Total cash provided by (used by) financing activities                                141,310                    -
------------------------------------------------------------------------------------------------------------------------------------

Increase (decrease) in cash and cash equivalents                                          224,240              (230,843)

Effect of currency translation adjustments on cash                                          9,789                (4,008)

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

------------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                                            $   4,708,203       $     4,586,705
------------------------------------------------------------------------------------------------------------------------------------

Cash paid for:
     Interest                                                                       $           -       $           270

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


See accompanying notes to consolidated financial statements.

<PAGE>
V3 SEMICONDUCTOR, INC.
Notes to Consolidated Financial Statements - unaudited (continued)
(Stated in United States dollars)

Three months ended December 31, 1998

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


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  fiscal  quarter  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 assuming dilution, on the face of the consolidated statement of
       income.


<PAGE>
V3 SEMICONDUCTOR, INC.
Notes to Consolidated Financial Statements - unaudited (continued)
(Stated in United States dollars)

Three months ended December 31, 1998


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

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                        Three months ended
                                                                                             December 31,
                                                                                       1999             1998
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>              <C>
       Net income                                                               $     166,499    $      62,249

       Shares used in basic earnings per share computations
         Weighted average common and special shares outstanding                     5,752,714        5,517,996

       Effect of dilutive securities:
         Dilutive shares contingently
           issuable upon the exercise
           of stock options and warrants                                            1,073,208          548,483

       Shares assumed to have been purchased for
         treasury with assumed  proceeds
         from the exercise of stock options and
         warrants                                                                 (408,018)           (442,062)

------------------------------------------------------------------------------------------------------------------------------------
       Average shares outstanding
       - assuming dilution                                                       6,417,904           5,624,417
------------------------------------------------------------------------------------------------------------------------------------
</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 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.

Results of Operations

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:


<PAGE>
<TABLE>
<CAPTION>
                                                                                        Three months ended
                                                                                           December 31,
                                                                                      2000              1999

<S>                                                                                  <C>               <C>
Sales                                                                                100.0%            100.0%
Gross Profit                                                                          73.8              72.0
Other Income                                                                           2.4               4.8
R&D Expenditures                                                                      27.5              20.6
Selling, General & Administrative                                                     39.0              51.6
Net Income                                                                             8.3               4.6
</TABLE>

     (1) The R&D  expenditures  are expressed before applying R&D tax credits of
$177,011 in the first three months of fiscal 2000 and $27,000 in the first three
months of fiscal 1999.

Three month periods ended December 31, 1999 and December 31, 1998.

Sales

         Sales for the three month  period  ended  December  31, 1999  increased
$628,197 to  $2,007,434,  a 45.5%  increase over sales of $1,379,237  during the
three month period ended December 31, 1998. The sales increase was  attributable
to an  increase  in the number of design  wins in  general,  an  increase in the
number of design wins shipping in production volumes and the continuous increase
in the number of  manufacturing  sales  representatives  promoting the Company's
products  and internal  sales force.  Sales of the core BMC, EPC and SSC devices
increased by 68.7%,  214.2% and 104.1%  respectively.  The sales for  evaluation
boards  increased  by 49.3%.  The Company  expect the sales trend to continue as
Company unveil its latest product, the "PDC".

Gross Profit

         Gross profit was  $1,480,499  for the three month period ended December
31, 1999, an $486,910 or 49.0% increase over gross profit of $993,589 during the
three month period ended December 31, 1998. The increase was  predominantly  due
to increased sales and reduced  product costs.  During the first three months of
fiscal  2000,  gross  profit  margins,  as a  percentage  of sales,  were 73.8%,
compared  to 72.0% in the first three  months of fiscal  1999.  The  increase in
gross margin is a reflection of the reduced  product costs  negotiated  with the
manufacturing  subcontractors.  As the  number of volume  transaction  increase,
gross margin is expected to level off and decline slightly.

Other Income

         Included  in other  income  are  royalty  income  and  interest  income
totaling $49,011 in the first three months of fiscal 2000, a decrease of $16,738
or 25.5% compared to $65,749 in the first three months of fiscal 1999.

         In the three month period  ended  December  31,  1999,  royalty  income
decreased  by $8,977 or 66.7% to $4,477  compared to $13,454 in the three months
ended  December 31,  1998.  This  decrease  was a direct  result of reduction in
royalty  payments from National  Semiconductor  Corporation.  In the first three
months of fiscal 2000 interest  income  decreased by $10,309 or 19.7% to $41,985
compared  to $52,294  the first three  months of fiscal  1999.  In 1998 the main
source of interest income was generated from investing the funds raised from the
private placement in short-term interest bearing notes.


<PAGE>
         During the three month period ended December 31, 1999, other income, as
a percentage of sales,  were 2.4% compared to 4.8% during the three month period
ended December 31, 1998.

         Research & Development ("R&D") Expenditures

         R&D  expenditures  increased  by 94.50% to  $552,970 in the first three
months of fiscal 2000,  from  $284,351 in the first three months of fiscal 1998,
before applying R&D investment tax credits of $177,011 in the first three months
of fiscal  1999 and  $27,000  in the first  three  months  of fiscal  1999.  The
increase  in R&D  expenditures  was  due  predominately  to an  increase  in R&D
personnel that resulted in an increase in R&D wages of 59.3%.

        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  taxable  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,  the ITCs in the amount of
$204,209 were utilized in first three months of fiscal year 2000 to reduce taxes
payable to Nil and netted  against the related  capital  assets and research and
development expense in the amount of $27,198 and $177,011  respectively.  In the
first three  months of fiscal year 1999,  ITCs  claimed in the amount of $27,000
was netted against research and development expenses.

Net Income for the period

         Net income for the three months ended  December 31, 1999 was  $166,499,
an increase  of  $104,249  or 167.5%,  compared to net income of $62,250 for the
three  months  ended  December  31,  1998.  This  increase in net income was due
primarily to an increase in product sales and gross margin.

Liquidity and Capital Resources

         The Company's cash and cash  equivalents  increased from  $4,474,174 on
September 30, 1999 to $4,708,203 on December 31, 1999.  During the first quarter
of 2000 cash provided by operating activities was $224,639. The principle use of
cash was to increase accounts receivable by $88,287,  increase in inventories by
$306,149. The principle source of cash was from net income of $166,499, increase
in accounts payable and prepaid  expenses by $293,226 and $61,053  respectively.
Cash used by  investing  activities  was $141,709 as a result of the purchase of
computer  equipment and software used to run the business and develop  products.
Net cash flows provided after all activities were $224,240.


<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.

                                     PART II

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 December 31, 1999.
<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.


February 3, 2000                                   By:      /s/ Carl O. Mitchell
                                                            --------------------
                                                                Carl O. Mitchell
                                                        Chief Operating Officer,
                                                         Treasurer and Secretary
                                                        (Principal Financial and
                                                             Accounting Officer)