<PAGE>

                     U.S. 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 or the quarterly period ended December 31, 2000 or

         Transition report pursuant to Section 13 or 15(d) of the Securities
 -----   Exchange Act of 1934 For the transition period from ________to________

Commission File No. 0-13836


                          SILICON VALLEY RESEARCH, INC.
                          -----------------------------
        (Exact name of small business issuer as specified in its charter)

<TABLE>
<CAPTION>
<S>                                                      <C>
             California                                       94-2743735
--------------------------------------------------------------------------------
     (State or other jurisdiction of                         (IRS Employer
     incorporation or organization)                       Identification No.)


     6360 San Ignacio Avenue         San Jose, CA              95119-1231
--------------------------------------------------------------------------------
     (Address of principal executive offices)                  (Zip Code)

                                 (408) 361-0333
--------------------------------------------------------------------------------
               Registrant's telephone number, including area code
</TABLE>


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

Indicate by check mark whether the Registrant (1) has 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 Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                     YES X                              NO
                                        ---                               ---

State the number of shares outstanding of each of the Issuer's classes of common
equity, as of the latest practicable date.

            Common Shares Outstanding at January 31, 2001: 38,115,452

Transitional Small Business Disclosure Statement Format (Check One) YES    NO X
                                                                       ----  ---
                                  Page 1 of 21
<PAGE>

                 SILICON VALLEY RESEARCH, INC. AND SUBSIDIARIES

                                      INDEX

<TABLE>
<CAPTION>
                                                                                                              Pages
                                                                                                              -----
Part I.           FINANCIAL INFORMATION
                  ---------------------
<S>                                                                                                           <C>
                  Item 1.      Financial Statements

                      Consolidated Balance Sheet -
                          December 31, 2000 (unaudited)                                                         3

                      Consolidated Statements of Operations -
                          Three and Nine Months Ended December 31, 2000 and 1999 (unaudited)                    4

                      Consolidated Condensed Statements of Cash Flows -
                          Three and Nine Months Ended December 31, 2000 and 1999 (unaudited)                    5

                      Notes to Consolidated Financial Statements                                              6-8

                  Item 2.      Management's Discussion and Analysis of
                               Financial Condition and Results of
                               Operations                                                                    9-17

                  Item 3.      Quantitative and Qualitative Disclosures About Market Risk                      17

Part II.          OTHER INFORMATION                                                                         18-19
                  -----------------

                  Item 1       Legal Proceedings
                  Item 2       Changes in Securities and Use of Proceeds
                  Item 3       Defaults Upon Senior Securities
                  Item 4       Submission of Matters to a Vote of
                               Securities Holders
                  Item 5       Other Information
                  Item 6       Exhibits and Reports on Form 8-K

                  Signatures                                                                                   20
</TABLE>

                                 Page 2 of 21
<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                 SILICON VALLEY RESEARCH, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheet

                                   (Unaudited)

                     (In thousands, except per share data)

<TABLE>
<CAPTION>
Assets                                                                 December 31, 2000
------                                                                 -----------------
<S>                                                                    <C>
Current Assets:
     Cash and cash equivalents                                             $       119
     Accounts receivable, net of allowances of $85                               1,010
     Prepaid expenses and other current assets                                     107
                                                                           -----------
                                                                                 1,236

Fixed assets, net                                                                  182
Other assets, net                                                                  294
                                                                           -----------
                                                                           $     1,712
                                                                           ===========

Liabilities and Shareholders' Equity

Current Liabilities:
     Notes payable                                                         $        25
     Accounts payable                                                              213
     Accrued expenses                                                              239
                                                                           -----------
                                                                                   477
                                                                           -----------

Long-term debt, less current portion                                               926
                                                                           -----------
Deferred tax liability                                                              17
                                                                           -----------

Commitments and Contingencies (Note 7)

Shareholders' Equity:
Preferred stock, no par value:
     Authorized: 1,000 shares
     Issued and outstanding: none                                                   --
Common stock, no par value:
     Authorized: 60,000 shares
     Issued and outstanding:
       37,740 shares                                                            45,650
Accumulated deficit                                                            (45,358)
                                                                           -----------
                                                                                   292
                                                                           -----------
                                                                            $    1,712
                                                                           ===========
</TABLE>
  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                 Page 3 of 21
<PAGE>

                 SILICON VALLEY RESEARCH, INC. AND SUBSIDIARIES
                      Consolidated Statements of Operations
                                   (Unaudited)
                      (In thousands, except per share data)

<TABLE>
<CAPTION>
                                                        Three Months Ended                  Nine Months Ended
                                                            December 31,                      December 31,
                                                        2000             1999               2000            1999
                                                        ----             ----               ----            ----
<S>                                                  <C>               <C>              <C>               <C>
Revenue:
     License fees and other                          $       60        $      420       $      645        $      496
     Maintenance and services                               356               406              801             1,042
                                                     ----------        ----------       ----------        ----------
     Total revenue                                          416               826            1,446             1,538
                                                     ----------        ----------       ----------        ----------
Cost of revenue:
     License fees and other                                  68                80              200               240
     Maintenance and services                               236               253              519               609
                                                     ----------        ----------       ----------        ----------
     Total cost of revenue                                  304               333              719               849
                                                     ----------        ----------       ----------        ----------
Gross margin                                                112               493              727               689
                                                     ----------        ----------       ----------        ----------

Operating expenses:
     Engineering, research and development                  177               289              546             1,005
     Selling and marketing                                   45                30              535               270
     General and administrative                             192               154              527               475
                                                     ----------        ----------       ----------        ----------
     Total operating expenses                               414               473            1,608             1,750
                                                     ----------        ----------       ----------        ----------

Operating income (loss)                                    (302)               20             (881)           (1,061)
                                                     ----------        ----------       ----------        ----------

Other income (expense):
     Interest income                                          1                --                9                --
     Interest expense                                       (26)              (25)             (75)              (46)
     Other, net                                              --                37              (32)              108
                                                     ----------        ----------       ----------        ----------
     Total other income                                     (25)               12              (98)               62
                                                     -----------       ----------       ----------        ----------

Income (loss) before provision for
     income taxes                                          (327)               32             (979)             (999)

Provision for income taxes                                   --                --               --                --
                                                     ----------        ----------       ----------        ----------
Net income (loss)                                    $     (327)       $       32       $     (979)       $     (999)
                                                     ==========        ==========       ==========        ==========


Net income (loss) per basic share                    $    (0.01)       $     0.00       $    (0.03)       $   (0.04)
                                                     ==========        ==========       ==========        =========

Weighted-average common shares
     outstanding (basic)                                 37,283            27,013           36,133            26,484
                                                     ==========        ==========       ==========        ==========

Net income (loss) per diluted share                  $    (0.01)       $     0.00       $    (0.03)       $   (0.04)
                                                     ==========        ==========       ==========        =========

Weighted-average common shares
     outstanding (diluted)                               37,283            33,023           36,133            26,484
                                                     ==========        ==========       ==========        ==========
</TABLE>
  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                 Page 4 of 21
<PAGE>

                 SILICON VALLEY RESEARCH, INC. AND SUBSIDIARIES
                 Consolidated Condensed Statements of Cash Flows
                                   (Unaudited)
                      (In thousands, except per share data)

<TABLE>
<CAPTION>
                                                                                Nine Months Ended
                                                                                   December 31,
                                                                             2000                   1999
                                                                             ----                   ----
<S>                                                                      <C>                      <C>
Cash Flows from Operating Activities:
Net loss                                                                  $   (979)               $   (999)
Adjustments to reconcile net loss to net
cash used in operating activities:
     Depreciation and amortization:
       Fixed assets                                                             79                     106
       Software licenses and development costs                                 215                     379
     Loss on sale of fixed assets                                                9                      41
     Write-off of bad debts                                                    255                      --
     Gain on cancellation of debt                                               --                     (96)
Changes in assets and liabilities, net:

     Accounts receivable                                                      (373)                   (151)
     Prepaid expenses and other current assets                                  14                      23
     Accounts payable                                                          (53)                   (187)
     Accrued expenses                                                          (52)                    (83)
     Deferred revenue                                                           (8)                   (229)
     Other, net                                                                 85                      49
                                                                       -----------             -----------
Net cash used in operating activities                                         (808)                 (1,147)
                                                                       -----------             -----------

Cash Flows from Investing Activities:
Acquisition of fixed assets                                                   (147)                    (16)
Proceeds from sale of fixed assets                                              --                      11
Capitalization of software development costs                                   (34)                     --
                                                                       ------------            -----------
Net cash used in investing activities                                         (181)                     (5)
                                                                       -----------             -----------

Cash Flows from Financing Activities:
Proceeds from subordinated debt financing                                       --                   1,000
Principal payments on long-term debt                                            --                    (135)
Principal payments on notes payable                                             --                     (25)
Proceeds from issuance of common stock and warrants                            293                     693
                                                                       -----------             -----------
Net cash provided by financing activities                                      293                   1,533
                                                                       -----------             -----------

Effect of exchange rate changes on cash                                         --                      14
                                                                       -----------             -----------

Net increase (decrease) in cash and
     cash equivalents                                                         (696)                    395
Cash and cash equivalents at beginning
     of period                                                                 815                     247
                                                                       -----------             -----------

Cash and cash equivalents at end
     of period                                                         $       119             $       642
                                                                       ===========             ===========
</TABLE>
  The accompanying notes are an integral part of these consolidated financial
                                  statements.


                                 Page 5 of 21
<PAGE>

                 SILICON VALLEY RESEARCH, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          December 31, 2000 - Unaudited
                      (In thousands, except per share data)

Note 1:       Basis of Presentation and Financial Statement Information

        The accompanying consolidated financial statements have been prepared by
the Company pursuant to the rules and regulations of the Securities and Exchange
Commission for interim financial statements. Therefore, they do not include all
the disclosures which were presented in the Company's annual report on Form
10-KSB. These financial statements do not include all disclosures required by
generally accepted accounting principles and accordingly, should be read in
conjunction with the consolidated financial statements and notes included as
part of the Company's latest annual report on Form 10-KSB for the fiscal year
ended March 31, 2000.

         In the opinion of management, the consolidated financial statements
include all adjustments (consisting only of normal recurring adjustments)
necessary to present fairly the consolidated financial position, results of
operations and cash flows for the interim period. The results of operations
presented are not necessarily indicative of the results to be expected for the
full year or for any other period.

         The report of Moss Adams LLP on the Company's fiscal 2000 consolidated
financial statements dated May 12, 2000 included an explanatory paragraph
regarding the Company's ability to continue as a going concern. There can be no
assurance that the Company will not continue to incur significant operating
losses or that required additional financing will be available to meet the
Company's business plans in fiscal 2001 and beyond.

Note 2:       Earnings Per Share

         The Company has adopted Statement of Financial Accounting Standards No.
128 "Earnings per Share" (FAS 128). Under FAS 128, the Company presents two EPS
amounts. Basic EPS is calculated based on income or loss to common shareholders
and the weighted-average number of shares outstanding during the reported
period. Diluted EPS includes additional dilution from common stock equivalents,
such as stock issuable pursuant to the exercise of stock options and warrants.
Common stock equivalents were not included in the computation of diluted
earnings per share when the Company reported a loss because to do so would have
been antidilutive for the periods presented.

         The following is a reconciliation of the computation for basic and
diluted EPS:

<TABLE>
<CAPTION>
                                                            Three Months Ended              Nine Months Ended
                                                                December 31,                   December 31,

                                                          2000              1999          2000               1999
                                                          ----              ----          ----               ----
<S>                                                  <C>               <C>              <C>               <C>
Net income (loss)                                    $     (327)       $       32       $     (979)       $     (999)
                                                     ==========        ==========       ===========       ===========

Weighted-average common shares
     outstanding (basic)                                 37,283            27,013           36,133            26,484

Weighted-average common stock equivalents:

     Stock options                                           --             1,168               --                --
     Warrants                                                --             4,842               --                --
                                                     ----------        ----------       ----------        ----------
Weighted-average common shares
     outstanding (diluted)                               37,283            33,023           36,133            26,484
                                                         ======        ==========       ==========        ==========
</TABLE>

                                 Page 6 of 21
<PAGE>

                 SILICON VALLEY RESEARCH, INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                          December 31, 2000 - Unaudited
                      (In thousands, except per share data)

Note 3:       Comprehensive Income (Loss)

         The Company has adopted Statement of Financial Accounting Standards No.
130, "Reporting Comprehensive Income." This Statement requires that all items
recognized under accounting standards as components of comprehensive earnings be
reported in an annual financial statement that is displayed with the same
prominence as other annual financial statements. This Statement also requires
that an entity classify items of other comprehensive earnings by their nature in
an annual financial statement. Other comprehensive earnings in these financial
statements include foreign currency translation adjustments. The Company's total
comprehensive earnings were as follows:

<TABLE>
<CAPTION>
                                                             Three Months Ended              Six Months Ended
                                                                December 31,                   December 31,

                                                          2000             1999           2000               1999
                                                          ----             ----           ----               ----
<S>                                                  <C>               <C>              <C>               <C>
Net income (loss)                                    $     (327)       $       32       $     (979)       $     (999)
Other comprehensive (loss) gain                              --                --               --                14
                                                     ----------        ----------       ----------        ----------
     Total comprehensive income (loss)               $     (327)       $       32       $     (979)       $     (985)
                                                     ==========        ==========       ==========        ==========
</TABLE>

Note 4:  Statement of Cash Flows Information

<TABLE>
<CAPTION>
                                                                           Nine Months Ended
                                                                              December 31,
                                                                      2000                   1999
                                                                      ----                   ----
<S>                                                                   <C>              <C>
Supplemental Cash Flow Information:
Cash paid during the period for:
     Interest                                                          $       42       $       --
     Income Taxes                                                      $       --       $       --
Non-cash investing and financing activities:
     Warrants for common stock issued
        for cancellation of indebtedness                               $       --       $      131
     Common stock issued in exchange for
        note payable                                                   $       74       $       --
</TABLE>

Note 5:         Balance Sheet Components

<TABLE>
<CAPTION>
                                                                                   December 31, 2000
                                                                                   -----------------
<S>                                                                                 <C>
Other Assets:
Software development costs                                                              $      976
Software licenses                                                                              979
                                                                                        ----------
                                                                                             1,955

Less accumulated amortization                                                               (1,792)
                                                                                        ----------
                                                                                               163

Goodwill                                                                                       110
Other                                                                                           21
                                                                                        ----------
                                                                                        $      294
                                                                                        ----------
Accrued Expenses:
Payroll and related costs                                                               $      116
Taxes payable                                                                                   38
Interest payable                                                                                55
Other                                                                                           30
                                                                                        ----------
                                                                                        $      239
                                                                                        ==========
</TABLE>

                                 Page 7 of 21
<PAGE>

                 SILICON VALLEY RESEARCH, INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                          December 31, 2000 - Unaudited
                      (In thousands, except per share data)

Note 6:         Subordinated Debt Financing

         In June 1999, the Company began a subordinated debt/warrant financing.
The financing included approximately $1,000 of three-year notes and the sale of
approximately 8,000 Warrants at $0.01 per Warrant. The debt bears simple
interest of 10% and the Warrants have a five-year term with an exercise price
per share of $0.125. This financing transaction consists of two closings. The
first closing took place on June 7, 1999. The Company received $768 cash
proceeds from this closing. This included $711 of three-year notes and the sale
of approximately 5,700 Warrants at $0.01 per Warrant. The second closing was to
have taken place on July 15, 1999. The closing was extended until September 24,
1999 pending negotiation of a workout with the Creditors' Committee through the
Credit Managers' Association to resolve accounts payable issues that was
satisfactory to the majority of the investors. An agreement was reached and the
Company received approximately $312 cash proceeds from the second closing. The
Company has used part of the proceeds from the financing to complete the
Settlement Agreement with its lender and to pay other accounts payable and used
the balance of the proceeds to help fund its operations. The Company's CEO, the
Company's Chairman of the Board, an affiliate of a Company director and two
Company 10% shareholders participated in the financing.

Note 7:         Commitments and Contingencies

         As with other companies in industries similar to Silicon Valley
Research, Inc., the Company is subject to the risk of adverse claims and
litigation on a variety of matters, including infringement of intellectual
property, intentional and/or negligent misrepresentation of material facts and
breach of fiduciary duties.

Note 8:         Subsequent Events

         Subsequent to quarter end, the Company entered into an Agreement with
its bank for the purchase of the Company's receivables. The agreement provides
that the bank will purchase up to $250 of the Company's domestic accounts
receivable. The bank will advance the Company 80% of qualified receivables. In
the event that the Company's customers do not pay on the invoices within 90 days
of invoice date, the Company may be required to return the amounts advanced to
the bank.

Note 9:         Recent Accounting Pronouncements

         In April 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use." Statement of Position 98-1
provides guidance for determining whether computer software is internal-use
software and on capitalization of the costs associated with internal-use
computer software. It also provides guidance on accounting for the proceeds of
computer software originally developed or obtained for internal use and then
subsequently sold to the public. The disclosures prescribed by Statement of
Position 98-1 were effective for the year ended March 31, 2000 consolidated
financial statements.

Note 10:        Year 2000 Issues

         The "Year 2000 Issue" arises because most computer systems and programs
were designed to handle only a two-digit year, as opposed to a four-digit year.
The Company has not experienced and does not anticipate any material adverse
effects from Y2K on its operations or financial position.

                                 Page 8 of 21
<PAGE>

ITEM 2.              MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                      (In thousands, except per share data)

This Management's Discussion and Analysis of Financial Condition and Results of
Operations includes a number of forward-looking statements, which reflect
Silicon Valley Research, Inc.'s ("the Company" or "SVR") current view with
respect to future events and financial performance. These forward-looking
statements are subject to certain risks and uncertainties, including those
discussed in the Other Factors Affecting Future Results section of this Item 2,
elsewhere in this Form 10-QSB and as set forth in the Company's Form 10-KSB on
file with the SEC, that could cause actual results to differ materially from
historical results or those anticipated. Factors that could cause actual results
or performance to differ materially or contribute to such differences include,
but are not limited to, those discussed below in "Results of Operations,"
"Liquidity and Capital Resources," "Other Factors That May Affect Future
Results," and "Disclosures About Market Risk." In this report, statements
including, but not limited to, the words "anticipates," "believes," "expects,"
"intends," "future," and similar expressions identify forward-looking
statements. Readers are cautioned not to place undue reliance on these forward-
looking statements, which speak only as of the date hereof. The Company does not
undertake and specifically disclaims any duty to update any forward-looking
statement which may prove to have been incorrect.

RESULTS OF OPERATIONS

REVENUE

         Revenue for the third quarter of fiscal year 2001, which ended December
31, 2000, was $416, a decrease from $826 in the third quarter a year ago.
Revenue for the nine month period ended December 31, 2000 decreased to $1,446
from $1,538 over the nine month period ended December 31, 1999. The decrease for
the nine months ended December 31, 2000 was primarily due to a decrease in
license revenue beginning in the second quarter. Revenue decreased for the third
quarter due to a change in the Company's sales strategy. Over the past three
years, the Company has sold 31 seats of its software at prices ranging anywhere
from approximately $5 to approximately $200 per seat, with an average price of
approximately $45. During the Company's second fiscal quarter, the Company
completed the implementation of its internet software delivery system ahead of
schedule. Since the new time-based internet licensing model would represent a
substantial cost savings to the individual customer, the Company felt compelled
to give its customers the option to wait until the internet licensing option was
available. Only one customer elected to purchase a permanent license, while over
a dozen customers and potential customers elected to join the backlog of sales
and potential sales waiting for the release of the time-based internet licensing
model. The relative lack of substantial license sales for the Company in the
second and third quarters reflects the transition from a quarterly sales cycle
to a pay-by-the-hour model while maintaining customer relations by not
intentionally selling substantial amounts of inventory prior to a large price
reduction represented in the new pay-as-you-go model. The Company released its
Gards product on-line late in the third quarter in December 2000. The Company's
SC product was released after the end of the third quarter in January 2001. The
Company anticipates that additional products will be available on-line by the
hour before the end of its March 31, 2001 fiscal year.

         Several key factors contributed to the increase in license fee revenue
for the nine months ended December 31, 2000 resulting from increased license
revenue in the first fiscal quarter, including the Company's distribution
agreement with The Shearwater Group, a global distributor and reseller of EDA
(Electronic Design Automation) software. By its terms, the agreement with The
Shearwater Group has terminated effective November 10, 2000. International
sales, primarily from the Far East, accounted for 8% of total revenue in the
third quarter of fiscal 2001, which is an increase from no international sales
in the first and second quarters of fiscal 2001, compared to international sales
comprising 3% of the Company's total revenue in the third quarter of fiscal year
2000. Prior to fiscal 2000, international sales were made primarily in Japan and
other countries in the Far East. The Company intends to resume doing business in
these areas in the future by having its products available on the internet.

         A substantial portion of the Company's revenues in each quarter results
from shipments during the last month of that quarter. For this reason among
others, the Company's revenues are subject to significant quarterly
fluctuations. If revenue levels are below expectations, operating results may be
materially and

                                 Page 9 of 21
<PAGE>

adversely affected. In addition, the Company's quarterly and annual results may
fluctuate as a result of many factors, including but not limited to the size and
timing of software license fees and service contracts, timing of co-development
projects with customers, timing of operating expenditures, increased
competition, new product announcements and releases by the Company and its
competitors, gain or loss of significant customers or distributors, expense
levels, renewal of maintenance contracts, pricing changes by the Company or its
competitors, personnel changes, foreign currency exchange rates, and economic
conditions generally and in the electronics industry specifically.

         The Company's expense levels are based, in part, on its expectations as
to future revenue levels, which are difficult to predict.

COST OF REVENUE

         Cost of license fees and other for the third quarter of fiscal year
2001 was $68 as compared to $80 in the third quarter of fiscal year 2000. Cost
of license fees and other for the nine months ended December 31, 2000 was $200
compared to $240 for the nine months ended December 31, 1999. Cost of sales of
license fees and other is primarily the amortization of software development
costs and is not a function of revenue.

         Cost of maintenance and services for the third quarter of fiscal year
2001 remained essentially level at $236 compared to $253 in the third quarter of
fiscal year 2000. Cost of maintenance and services for the nine months ended
December 31, 2000 was $519 compared to $609 for the nine months ended December
31, 1999. Cost of maintenance and services is primarily the cost of providing
design services, technical support and technical documentation.

ENGINEERING, RESEARCH AND DEVELOPMENT EXPENSES

         Engineering, research and development expenses for the third quarter of
fiscal year 2001 were $177 compared to $289 in the third quarter of fiscal year
2000. Comparing the third quarter of fiscal 2001 and the third quarter of fiscal
2000, engineering, research and development expenses were 43% and 35% of total
revenue, respectively. Engineering, research and development expenses for nine
months ended December 31, 2000 were $546 compared to $1,005 for the nine months
ended December 31, 1999. Comparing these periods, engineering, research and
development expenses were 38% and 65% of total revenue, respectively. The
decrease in engineering, research and development expenses is due to
cost-cutting measures instituted by management, including a reduction in
personnel. While the Company has maintained an emphasis on new product research
and development, the Company's current products are further along in the
development cycle and reached the stage of maturity where they require less
investment for development.

SELLING AND MARKETING EXPENSES

         Selling and marketing expenses for the third quarter of fiscal year
2001 increased to $45 from $30 in the third quarter of fiscal year 2000. In the
third quarter of fiscal 2001 and the third quarter of fiscal 2000, selling and
marketing expenses were 11% and 4% of total revenue, respectively. Selling and
marketing expenses for the nine months ended December 31, 2000 increased to $535
from $270 for the nine months ended December 31, 1999. Comparing the nine month
periods, selling and marketing expenses were 37% and 18% of total revenue,
respectively. The increase in selling and marketing expenses for the nine months
ended December 31, 2000 resulted from a write-off of bad debts in the second
quarter.

GENERAL AND ADMINISTRATIVE EXPENSES

         General and administrative expenses increased to $192 for the third
quarter of fiscal year 2001 from $154 in the third quarter of fiscal 2000. In
the third quarter of fiscal 2001 and the third quarter of fiscal 2000, general
and administrative expenses were 46% and 19% of total revenue, respectively.
General and administrative expenses for the nine months ended December 31, 2000
increased to $527 from $475 for the nine months ended December 31, 1999.
Comparing the nine month periods, general and administrative expenses were 36%
and 31% of total revenue, respectively. The increase is due to an increase in
professional fees, including accounting fees to comply with new SEC regulations,
legal fees and investor relations.

                                 Page 10 of 21
<PAGE>

Other income (expense)

         Other income for the first nine months of fiscal year 2000 includes
$107 gain recognized on the cancellation of indebtedness.

LIQUIDITY AND CAPITAL RESOURCES

   Since inception, the Company has financed its operations primarily through
sales of equity securities and to a lesser extent, cash generated from
operations. During the nine months ended December 31, 2000, cash and cash
equivalents decreased $696 from $815 to $119. This decrease resulted from cash
provided by financing activities of $293 less cash used by operations of $808
and less $181 of cash used for investing activities. The Company received
approximately $293 from the exercise of outstanding warrants. A possible future
source of cash for the Company is the potential exercise of outstanding warrants
if the Company's stock price were to increase. However, there can be no
assurance that the holders of warrants will elect to exercise outstanding
warrants.

   The Company reported a net loss for the nine months ended December 31, 2000
and had an accumulated deficit of $45,358. The achievement and maintenance of
profitability is primarily dependent upon the continued development and
commercial acceptance of the Company's products, the success of making software
available on-line using a pay-as-you-go model as opposed to licensing, the
successful management of the business, management's ability to strategically
focus the Company and the distributor's marketing and sales ability. There can
be no assurance that profitable operations will resume. In addition, primarily
because of a longer collection period for its receivables resulting from its
former use of a distributor, The Shearwater Group, the Company is experiencing
negative cash flow from operations and may continue to experience negative cash
flow from operations through the end of fiscal 2001 and potentially thereafter.

   The Company's primary unused sources of funds at December 31, 2000 consisted
of cash and cash equivalents of $119. On October 13, 2000, the Company issued a
Warrant Reduction Offer (the "Offer") to investors who held warrants to purchase
shares of SVR Common Stock ("Warrants") at an exercise price of $0.37 per share
(the "$0.37 Warrants"). Under the Offer, such investors would be able to
exercise the $0.37 Warrants at a reduced price of either $0.175 per share or
$0.155 per share. Investors who exercised at the $0.155 price would be
prohibited from selling the shares acquired from the exercise for 60 days
commencing from the exercise date. Investors who exercised at the $0.175 price
would have no restrictions on the sale of the underlying shares. The Offer
expired on Friday, October 20, 2000. 1,341 warrants were exercised at $0.155 per
share and 248 warrants were exercised at $0.175 per share, raising approximately
$250. One officer/director of the Company, one affiliate of a Company director
and one 10% shareholder participated in the Offer.

   In January 2001, the Company entered into an Agreement with its bank for the
purchase of the Company's receivables. The agreement provides that the bank will
purchase up to $250 of the Company's domestic accounts receivable. The bank will
advance the Company 80% of qualified receivables. In the event that the
Company's customers do not pay on the invoices within 90 days of invoice date,
the Company may be required to return the amounts advanced to the bank.

   The Company's operations have required substantial cash in the past; for
example, $808 during the first nine months of fiscal year 2001. Management has
implemented cost reducing measures and expects revenues to increase during the
remainder of fiscal year 2001. However, there can be no assurance that revenues
will increase. The Company is also required to pay a creditor approximately $112
during fiscal year 2001 in settlement of a workout agreement. Assuming
management is successful with its cost reduction and revenue achievement
programs, the Company may fund future operations without requiring additional
financing. However, from time to time the Company may obtain additional
financing to fund operations or to fund growth if its immediate potential for
growth exceeds its cash on hand. It is possible that the Company could require
additional financing to fund future operations. If such an event is necessary,
the Company may not be able to obtain financing on favorable terms, if at all.

                                 Page 11 of 21
<PAGE>

   The Company may issue one or more series of Preferred Stock with rights,
preferences, or privileges senior to those of the Common Stock. It has no
commitments or arrangements to obtain any additional funding and there is no
assurance that the amount of capital required will be available on acceptable
terms, if at all. However, because the Company's Common Stock was delisted from
trading on the NASDAQ national market in November, 1998, and now trades in the
over-the-counter market, its ability to sell Common Stock or securities
convertible into Common Stock may be adversely affected. See "Delisting From
NASDAQ; Disclosure Relating to Low-Priced Stock" below for possible effect of
current common stock trading on future issuances.

         The unavailability or timing of any financing could prevent or delay
the Company's continued development and marketing of SVR products and services.
In addition, substantial curtailment of its operations may be required which
could result in bankruptcy.

OTHER FACTORS AFFECTING FUTURE RESULTS

Recent and Expected Losses; Accumulated Deficit. For the nine months ended
December 31, 2000, the Company reported a net loss of $979 and had an
accumulated deficit of approximately $45,358 as of December 31, 2000. The
Company may incur future losses. There is no assurance that the Company will
generate positive cash flow from operations or that the Company will obtain
profitability in the future. To the extent the Company grows or incurs losses,
its operating and investing activities may use cash and, consequently,
additional sources of financing may be required or operating expenses reduced in
the future.

Need for Future Financing. As described above, under Management Discussion and
Analysis-Liquidity and Capital Resources, as long as SVR revenues continue to
increase as anticipated and the Company is able to implement and maintain cost
reduction measures, the Company may not require additional financing to fund
operations in the future. However, if the Company cannot achieve anticipated
revenues, the Company may require additional funding due to the cash
requirements to service its current debt and any negative cash flow from
operations. There can be no assurance that the Company will be able to raise
such financing or that any such financing the Company is able to conduct will be
on attractive terms.

Going Concern Assumptions. The Company's independent accountants' report on its
consolidated financial statements as of and for the years ended March 31, 2000
and 1999 contain an explanatory paragraph indicating that historical operating
losses and limited capital resources raise substantial doubt about the Company's
ability to continue as a going concern. If the Company is unable to generate
sufficient cash from operations or if necessary, raise sufficient funds to cover
the cost of its operations, it is likely that any independent accountant's
report on future financial statements will include a similar explanatory
paragraph.

Change in Business Model:Dependence on Certain Customers. During the second
quarter of fiscal 2001, the Company changed its sales strategy to a time-based
internet licensing model. The Company released its Gards product on-line late in
the third quarter in December 2000. The Company's SC product was released after
the end of the third quarter in January 2001. The Company anticipates that
additional products will be available on-line by the hour before the end of its
March 31, 2001 fiscal year. There can be no assurance that this new time-based
internet licensing model will be successful. The Company entered into an
agreement with The Shearwater Group in November 1999 that provides that The
Shearwater Group will be the exclusive worldwide distributor for all of SVR
products for a minimum term of one year. The Company has elected to not extend
the exclusive contract with the Shearwater Group, which expired November 10,
2000.

         A small number of customers account for a significant percentage of SVR
total revenue. For the first nine months of fiscal year 2001, four customers
accounted for 81% of the Company's total revenue. In fiscal year 2000, three
customers accounted for 41% of the Company's revenue. There can be no assurance
that sales to these entities, individually or as a group, will reach or exceed
historical levels in any future period. Any substantial decrease in sales to one
or more of these customers could have a material adverse effect on the Company's
business, operating results or financial condition.

New Products and Rapid Technological Change; Risk of Product Defects. The
Electronic Design Automation ("EDA") industry is characterized by the following:

                                 Page 12 of 21
<PAGE>

-    extremely rapid technological change

-    frequent new product introductions and enhancements

-    evolving industry standards

-    rapidly changing customer requirements.

         The development of more complex integrated circuits with new
technologies will require more sophisticated design tools. The success of SVR's
future operations partly depends upon its ability to enhance SVR current
products and to develop and introduce new products on a timely and
cost-effective basis. SVR products and services must keep pace with
technological developments and evolving industry standards and methodologies, as
well as address the increasingly sophisticated needs of customers. During fiscal
year 2001, SVR will have an aggressive new product release and current product
update program, upon which expected revenue increases are partially based. It is
possible that in the future, the Company may experience delays in new product
development and product enhancements. The Company has experienced similar delays
in the past. Such delays would likely decrease expected fiscal year 2001
revenues, which could cause the Company to incur losses and utilize its
available cash or even run out of cash.

         The Company announced a new product named QIC/APR. However, there is no
guarantee that:

-    this new product will gain market acceptance

-    the Company will be successful in developing and marketing product
     enhancements

-    the Company will be successful in developing other new products that
     respond to technological change, evolving industry standards and changing
     customer requirements

-    the Company will not experience difficulties that could delay or prevent
     the successful development introduction and marketing of these products or
     product enhancements

-    new products and product enhancements will adequately meet the requirements
     of the marketplace and achieve any significant degree of market acceptance

         All of SVR present products operate in the Unix and/or Linux operating
systems and the Company intends for all future products to operate in the Unix
operating system, as well as the Linux operating system. In the event that
another operating system, such as Windows NT, were to achieve broad acceptance
in the EDA industry, the Company would be required to port its products. This
would be costly and time consuming and could have a material adverse effect on
the Company's business, operating results or financial condition. If the Company
fails to develop and introduce new products and product enhancements in a timely
and cost-effective manner, for technological or other reasons, it could also
have material and adverse effects on the Company's business, operating results
and financial condition. Introducing or even announcing new products by SVR or
its competitors, including new technologies or changes in industry standards or
customer requirements, could render some or all of SVR existing products
obsolete or unmarketable. Furthermore, customers might defer purchases due to
the introduction or announcement, which would also have a material adverse
effect on the Company's business, operating results or financial condition.

         Complex software products, such as those SVR offers, can contain
defects or even fail when introduced or released. The Company has, in the past,
discovered defects in some of its products. The Company may experience delays or
lost revenue in connection with repairs and corrections of defects it finds in
the future. Although to date the Company has not experienced material adverse
effects resulting from defects, it is possible in the future that despite
testing, errors will go undiscovered in new products or releases until after
shipment. These errors may result in loss of market share or failure to achieve
market acceptance. If this were to occur, it could have a material adverse
effect upon the Company's business, operating results or financial condition.

Delisting From NASDAQ; Disclosure Relating to Low-Priced Stock. SVR common stock
was delisted from trading on the NASDAQ National Market on November 16, 1998.
SVR common stock immediately began trading on the OTC Bulletin Board. As a
result, the Company's ability to obtain additional financing through the
issuance of common stock or securities convertible into common stock may be
adversely affected. Investors might find that disposing of SVR common stock is
more difficult than it has been in the past. The trading price

                                 Page 13 of 21
<PAGE>

of SVR common stock is currently less than $5.00 per share. Because the
Company's common stock falls into the category defined as penny stock, trading
in the common stock is currently subject to certain rules promulgated under the
Exchange Act, which require additional disclosure by broker-dealers. These rules
require the Company, in advance of trading, to provide investors with disclosure
schedules, which explain the penny stock market and associated risks. The rules
impose various sales practice requirements on broker-dealers who sell penny
stock. Broker-dealers engaging in some types of these transactions must make a
special suitability determination and obtain investors written consent prior to
sale. This additional burden may discourage broker-dealers from actively
effectuating common stock transactions, which in turn could have the adverse
effect of severely limiting the marketability of SVR common stock. Therefore,
the ability of Silicon Valley Research, Inc. shareholders to resell their stock
would be limited. In turn, this could adversely effect the Company's ability to
obtain future equity financing.

Possible Volatility of Stock Price. The market price of SVR common stock has
been volatile. The following events could cause the market price of SVR common
stock to fluctuate substantially:

-    future announcements concerning the Company's competitor's or quarterly
     variations in operating results

-    the introduction of technological innovations, new products, or changes in
     product pricing policies

-    proprietary rights or other litigation, or

-    changes in earnings estimates by analysts or other factors

         The stock market has from time to time experienced significant price
and volume fluctuations that have particularly affected the market prices for
the common stocks of technology companies. These fluctuations have often been
unrelated to the operating performance of particular companies.

         In the past, shareholder class action suits have been filed against
companies following periods of volatility of stock price. Litigation of this
nature could occur in the Company's future. Litigation often diverts management
attention and resources and is costly to the company. If SVR were placed in this
position, it could have a material adverse effect on the Company's business,
financial condition and operating results.

Potential Fluctuations in Quarterly Operating Results.  Numerous factors may
-----------------------------------------------------
materially and unpredictably affect the Company's operating results, including:

-    uncertainties of the size and timing of software license fees
-    timing of co-development projects with customers
-    timing of operating expenditures
-    increased competition
-    new product announcements and releases by SVR and its competitors
-    gain or loss of significant customers or distributors
-    expense levels
-    renewal of maintenance contracts
-    pricing changes by SVR or its competitors
-    personnel changes
-    foreign currency exchange rates
-    economic conditions generally and in the electronics industry specifically

         Any unfavorable change in these or other factors could have a material
adverse effect on the Company's operating results for a particular quarter. Many
of SVR customers order on an as-needed basis and often delay delivery of firm
purchase orders until their project commencement dates are determined. As a
result, the Company operates with no significant backlog. Therefore, quarterly
revenue and operating results will depend on the volume and timing of orders
received during the quarter, which are difficult to forecast accurately.
Historically, the Company has often recognized a substantial portion of license
revenues in the last month of the quarter, with these revenues frequently
concentrated in the last two weeks of the quarter. The Company's operating
results would be disproportionately affected by a reduction in revenue because
only a small portion of expenses vary with revenue. Operating results in any
period should not be considered

                                 Page 14 of 21
<PAGE>

indicative of the results to be expected for any future period. The Company's
revenues may or may not increase and the Company may or may not become
profitable.

Lengthy Sales Cycle. The licensing and sale of SVR software products generally
involve a significant commitment of capital from prospective customers. Delays
are frequently associated with large capital expenditures and lengthy acceptance
procedures. For these and other reasons, the sales cycle associated with the
licensing of SVR products is typically lengthy and subject to a number of
significant risks over which the Company has little or no control. Because the
timing of customer orders is hard to predict, the Company believes that
quarterly operating results are likely to vary significantly in the future. The
Company's actual results could vary materially as a result of a variety of
factors, including, without limitation:

-    the high average selling price and long sales cycle for SVR products

-    the relatively small number of orders per quarter

-    dependence on sales to a limited number of large customers

-    timing of receipt of orders

-    successful product introduction

-    acceptance of our products and increased competition

Dependence Upon Semiconductor and Electronics Industries; General Economic and
Market Conditions. Silicon Valley Research, Inc. is dependent upon the
semiconductor and, more generally, the electronics industries. Each of these
industries is characterized by rapid technological change, short product life
cycles, fluctuations in manufacturing capacity and pricing. Each of these
industries is highly volatile and has periodically experienced significant
downturns. Often in connection with, or in anticipation of, declines in general
economic conditions, the number of new integrated circuit design projects often
decreases. SVR customers' purchases of new licenses are largely dependent upon
the commencement of new design projects. Factors negatively affecting any of
these industries could have a material adverse effect on the Company's business,
operating results or financial condition. The Company's business, operating
results and financial condition may in the future reflect substantial
fluctuations from period to period due to patterns and general economic
conditions in either the semiconductor or electronics industry.

International Sales. International sales, primarily in Japan and Taiwan,
accounted for approximately 5% of the total revenue in fiscal 2000 and 36% in
1999. Declining revenues from international sales resulted primarily from the
closure of the Company's Tokyo office in December 1998 and Taiwan office in
March 1999, brought about, in part, by a reduction in capital expenditures by
semiconductor manufacturers, particularly in Asia, as a result of the recent
financial crisis in that region, and increased competition in the EDA software
market. The Company expects that international sales through its time-based
internet licensing model, will once again account for a significant portion of
SVR revenue by the end of fiscal 2001, as had been the case prior to fiscal
2000. However, this revenue involves a number of inherent risks, including:

-    economic downturn in the electronics industry in Asia - traditionally
     slower adoption of SVR products internationally - general strikes or other
     disruptions in working conditions - generally longer receivables collection
     periods -unexpected changes in or impositions of legislative or regulatory
     requirements -reduced protection for intellectual property rights in some
     countries -potentially adverse taxes

-    delays resulting from difficulty in obtaining export licenses for certain
     technology

-    other trade barriers

-    the market acceptance of a time-based licensing model

         The factors listed above may have a material adverse effect on the
Company's future international sales and, consequently, on the Company's
operating results.

         Effective December 1998, the Company discontinued operating its Tokyo
office and in March 1999, the Company discontinued operating its Taiwan office.

                                 Page 15 of 21
<PAGE>

Competition. The EDA software market in which Silicon Valley Research, Inc.
competes is intensely competitive and subject to rapid technological change. The
Company currently faces competition from EDA vendors, including Cadence, which
currently holds the dominant share of the market for integrated circuit physical
design software, Avant! and Synopsys. These EDA vendors have significantly
greater financial, technical and marketing resources, greater name recognition
and a larger installed customer base than the Company. These companies also have
established relationships with current and potential customers of the Company
and can devote substantial resources aimed at preventing the Company from
enhancing relationships with existing customers or establishing relationships
with potential customers. The Company believes that competitive factors in the
EDA software market include:

-    product performance

-    price

-    support of industry standards

-    ease of use

-    delivery schedule

-    product enhancement

-    customer technical support and service

         Competition from other EDA companies that choose to enter the
integrated circuit physical design market could present particularly formidable
competition due to their large installed customer base and their ability to
offer a complete integrated circuit design solution. The Company expects
additional competition from other established and emerging companies. In
addition, the EDA industry has become increasingly concentrated in recent years
as a result of consolidations, acquisitions and strategic alliances.
Accordingly, it is possible that new competitors or alliances among competitors
could emerge and rapidly acquire significant market share. There can be no
assurance that the Company will be able to compete successfully against current
and future competitors or that competitive pressures faced by the Company will
not have a material adverse effect on the Company's business, operating results
and financial condition.

Dependence on Key Personnel.  The Company's success depends to a significant
---------------------------
extent upon a number of key technical and management employees, in particular,
James O. Benouis, President and Chief Executive Officer. The Company does not
currently have "key man" life insurance on Mr. Benouis. The loss of services of
Mr. Benouis or any other key employees could have a material adverse effect on
the Company.

         Also, the Company's success depends in large part on its ability to
attract and retain highly skilled technical, managerial, sales and marketing
personnel. Competition for such talented personnel is intense. There can be no
assurance that the Company will be successful in retaining key technical and
management personnel or in attracting and retaining the personnel it requires
now in order to grow.

Proprietary Rights. Silicon Valley Research, Inc. relies on contract, trade
secret and copyright law to protect its technology. Competitors may develop
similar or superior technologies or duplicate SVR technology. The Company
generally enters into confidentiality or license agreements with its employees,
distributors and customers, and limits access to and distribution of SVR
software, documentation and other proprietary information. Despite these
precautions, it is possible for a third party to copy or otherwise obtain and
use SVR products or technology without authorization, or to develop similar
technology independently. In addition, effective copyright and trade protection
may be unavailable or limited in certain foreign countries.

         There has been substantial industry litigation regarding patents and
other intellectual property rights involving technology companies. In the
future, litigation may be necessary to protect and enforce SVR intellectual
property rights, to defend the Company against claimed infringement of the
rights of others and to determine the scope and validity of the proprietary
rights of others. Any such litigation could be costly and could divert
management's attention, which could have a material adverse effect on the
Company's business, results of operations or financial condition regardless of
the outcome of the litigation. In addition, third parties making claims against
the Company with respect to intellectual property infringement may block the
Company's ability to sell products in the United States and abroad, and could
result in an award of substantial damages. In the event of a claim of
infringement, Silicon Valley Research, Inc. and its customers could be

                                 Page 16 of 21
<PAGE>

required to obtain one or more licenses from third parties. There can be no
assurance that either SVR customers or the Company could obtain necessary
licenses from third parties at a reasonable cost or at all.

Concentration of Stock Ownership. The Company's present directors, executive
officers and 5% shareholders and their affiliates beneficially own approximately
37% of the outstanding common stock as of December 31 , 2000. As a result, these
shareholders may be able to exercise significant influence over all matters
requiring shareholder approval, including the election of directors and approval
of significant corporate transactions. Such concentration of ownership may have
the effect of delaying or preventing a change in control of Silicon Valley
Research, Inc.

Effect of Certain Charter Projections; Blank Check Preferred Stock. The
Company's Board of Directors has the authority to issue up to 1,000 shares of
preferred stock and to determine the price, rights, preferences, privileges and
restrictions, including voting rights, without any further vote or action by
shareholders. The rights of the holders of the common stock will be subject to,
and may be adversely affected by, the rights of the holders of any preferred
stock that may be issued in the future. The issuance of preferred stock, while
providing desirable flexibility in connection with possible acquisitions and
other corporate purposes, could have the effect of making it more difficult for
a third party to acquire a majority of the Company's outstanding voting stock.

Inflation.  To date, inflation has not had a significant impact on the results
---------
of the Company's operations.

Recent Accounting Pronouncements. In April 1998, the American Institute of
Certified Public Accountants issued Statement of Position 98-1, "Accounting for
the Costs of Computer Software Developed or Obtained for Internal Use."
Statement of Position 98-1 provides guidance for determining whether computer
software is internal-use software and on capitalization of the costs associated
with internal-use computer software. It also provides guidance on accounting for
the proceeds of computer software originally developed or obtained for internal
use and then subsequently sold to the public. The disclosures prescribed by
Statement of Position 98-1 were effective for the year ending March 31, 2000
consolidated financial statements.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Not Applicable

                                 Page 17 of 21
<PAGE>

                          PART II. OTHER INFORMATION

Item 1.           Legal Proceedings:

                  As with other companies in industries similar to Silicon
                  Valley Research, Inc., the Company is subject to the risk of
                  adverse claims and litigation on a variety of matters,
                  including infringement of intellectual property, intentional
                  and/or negligent misrepresentation of material facts and
                  breach of fiduciary duties.

Item 2.           Changes in Securities and Use of Proceeds:  Not Applicable

Item 3.           Defaults Upon Senior Securities: Not Applicable

Item 4.           Submission of Matters to a Vote of Securities Holders:

                  (A)   On December 15, 2000, the Annual Meeting of the
                        Shareholders of the Registrant was held. A total of
                        30,576,328 shares, or approximately 81% of the shares
                        outstanding, were represented at this meeting.

                  (B)   At the annual meeting, the shareholders elected James O.
                        Benouis as Director with 30,395,129 votes in favor and
                        181,199 withheld; and David G. Arscott as Director with
                        30,395,129 votes in favor and 181,199 votes withheld.
                        This left three (3) vacancies on the board of directors.

                  (C)   The shareholders approved an amendment to the Company's
                        1988 Stock Option Plan that eliminates the per optionee
                        annual limit of 250,000 shares with 29,844,249 votes in
                        favor, 670,694 against and 61,385 votes abstained.

Item 5.           Other Information: Not Applicable

                                 Page 18 of 21
<PAGE>

Item 6.           Exhibits and Reports on Form 8-K:

                                  (A) Exhibits:

Exhibit
Number        Description of Exhibit
-------       ----------------------

(a)(1)   The financial statements filed as part of this Report at Item 1 are
         listed in the Index to Financial Statements and Financial Statement
         Schedules on page 2 of this Report.

(a)(2)   The following exhibits are filed with this Quarterly Report on Form
         10-QSB:

3.01     Registrant's Articles of Incorporation as amended to date (incorporated
         by reference to Exhibit 3.01 of Registrant's Registration Statement on
         Form S-1 (File No. 2-89943) filed March 14, 1984, as amended (the "1984
         Registration Statement")).

3.02     Registrant's amendment to Amended and Restated Articles of
         Incorporation (incorporated by reference to Exhibit 3.02 of
         Registrant's Quarterly Report on Form 10-Q for the quarter ended
         September 30, 1998).

3.03     Registrant's bylaws, as amended to date (incorporated by reference to
         Exhibit 4.01 of the 1984 Registration Statement).

3.04     Amendment to Bylaws dated November 12, 1996 (incorporated by reference
         to Exhibit 3.04 of Registrant's Quarterly Report on Form 10-Q for the
         quarter ended December 31, 1996).

4.01     Warrant Reduction Offer Statement dated October 13, 2000 between
         Silicon Valley Research, Inc. and certain warrant holders (incorporated
         by reference to Exhibit 4.01 of Registrant's Quarterly Report on Form
         10-QSB for the quarter ended September 30, 2000).

                            (B) Reports on Form 8-K:

No Reports on Form 8-K were filed during the quarter covered by this report.

                                 Page 19 of 21
<PAGE>

                                    SIGNATURE

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.

                                            SILICON VALLEY RESEARCH, INC.





Date:       February 14, 2001               /s/ James O. Benouis
            -----------------               ----------------------------------
                                            James O. Benouis
                                            President and
                                            Chief Executive Officer

                                            (Chief Financial and Accounting
                                            Officer)





                                 Page 20 of 21