SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-Q

(X )     QUARTERLY  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

For the quarterly period ended:      March 31, 2000
                               ------------------------

(  )     TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

For the transition period from____________________ to __________________________

Commission File Number:       0-27977
                              --------------------------------------------------

                  Lumenon Innovative Lightwave Technology, Inc.
                  ---------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

           Delaware                         98-0213257
           --------                         ----------
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

4975 Levy Street, Ville Saint-Laurent (QC) Canada        H4R 2N9
-------------------------------------------------        -------
(Address of Principal Executive Offices)                (Zip Code)

                                 (514) 331-2261
                                 --------------
              (Registrant's Telephone Number, Including Area Code)

                  9060 Ryan Avenue, Dorval (QC) Canada H9P 2M8
                  --------------------------------------------
                  (Former Address, if Changed From Last Report)

Indicate by check whether the registrant:  (1) has filed all reports to be filed
by  Section 13 or 15(d) of the  Securities  Exchange  Act of 1934  during the 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.(X) Yes ( ) No


State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest  practicable  date:  30,364,521  shares of Common Stock,
$.001 par value, as of May 12, 2000.

<PAGE>

         LUMENON INNOVATIVE LIGHTWAVE TECHNOLOGY, INC. and SUBSIDIARIES
                                TABLE OF CONTENTS


                                                                        Page No.

PART I.    FINANCIAL INFORMATION


Item 1.    Financial Statements                                                3

           Consolidated Balance Sheets as of March 31, 2000 (unaudited)        5
           and June 30, 1999

           Consolidated Statements of Operations (unaudited) for               6
           the three months ended March 31, 2000 and 1999 and the
           nine months ended March 31, 2000 and 1999 and the period
           from inception (March 2, 1998) to March 31, 2000

           Consolidated Statements of Cash Flows (unaudited) for               7
           the three months ended March 31, 2000 and 1999, the
           nine months ended March 31, 2000 and 1999 and the period
           from inception (March 2, 1998) to March 31, 2000

           Notes to Consolidated Financial Statements (unaudited)              8

Item 2.    Management's Discussion and Analysis                               13
           of Financial Condition and Results of
           Operations

PART II.   OTHER INFORMATION                                                  16

Item 2     Change in Securities and Use of Proceeds                           16

Item 6.    Exhibits and Reports on Form 8-K                                   17

Signatures                                                                    18

                                       -2-

<PAGE>

PART 1. FINANCIAL INFORMATION

Item 1.  Financial Statements

                       Consolidated Financial Statements of
                       (Unaudited)


                       LUMENON INNOVATIVE
                       LIGHTWAVE TECHNOLOGY, INC.
                       (a Development Stage Enterprise)


                       Three-month  and nine-month  periods ended March 31, 2000
                       and 1999 and  period  from  inception  (March 2, 1998) to
                       March 31, 2000



                                       -3-


<PAGE>
LUMENON INNOVATIVE LIGHTWAVE TECHNOLOGY, INC.
(a Development Stage Enterprise)
Consolidated Financial Statements
(Unaudited)


Three-month and nine-month periods ended March 31, 2000 and 1999
and period from inception (March 2, 1998) to March 31, 2000


Financial Statements

      Consolidated Balance Sheets.............................................6

      Consolidated Statements of Operations...................................7

      Consolidated Statements of Cash Flows...................................8

      Notes to Consolidated Financial Statements..............................9


                                      -4-


<PAGE>
LUMENON INNOVATIVE LIGHTWAVE TECHNOLOGY, INC.
(a Development Stage Enterprise)
Consolidated Balance Sheets
(Unaudited)
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------------
                                                            March 31,                    March 31,                June 30,
                                                                 2000                         2000                    1999
--------------------------------------------------------------------------------------------------------------------------
                                                                (US$)                       (CAN$)                  (CAN$)
                                                             (note 8)
Assets

Current assets:
<S>                                                    <C>                          <C>                     <C>
      Cash and cash equivalents                        $    1,279,966               $    1,855,183          $    1,722,871
      Term deposits                                         4,231,044                    6,132,475                      -
      Interest and sales tax receivable                       315,715                      457,598                 237,539
      Research tax credits receivable                         109,078                      158,097                  34,218
      Prepaid expenses                                         34,856                       50,520                  49,956
--------------------------------------------------------------------------------------------------------------------------
                                                            5,970,659                    8,653,873               2,044,584

Deposits                                                      870,743                    1,262,055                      -

Property and equipment                                      2,136,000                    3,095,918               1,492,495

Other assets                                                    9,051                       13,119                  10,001

--------------------------------------------------------------------------------------------------------------------------
                                                       $    8,986,453               $   13,024,965          $    3,547,080
--------------------------------------------------------------------------------------------------------------------------

Liabilities and Stockholders' Equity

Current liabilities:
      Accounts payable                                 $      787,370               $    1,141,216          $      523,550
      Accrued liabilities                                     107,965                      156,484                 180,312
      Obligation under capital lease                           86,932                      125,999                       -
      Convertible promissory notes                                 -                            -                  298,720
--------------------------------------------------------------------------------------------------------------------------
                                                              982,267                    1,423,699               1,002,582

Obligation under capital lease                                 47,952                       69,501                      -

Stockholders' equity:
      Share capital                                            33,209                       48,133                  30,330
      Additional paid-in capital                          127,894,494                  185,370,279               3,404,408
      Deposit on subscription of shares                            -                            -                  146,820
      Accumulated deficit                                (119,971,469)                (173,886,647)             (1,037,060)
--------------------------------------------------------------------------------------------------------------------------
                                                            7,956,234                   11,531,765               2,544,498

--------------------------------------------------------------------------------------------------------------------------
                                                       $    8,986,453               $   13,024,965          $    3,547,080
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to unaudited consolidated financial statements.



                                      -5-
<PAGE>

LUMENON INNOVATIVE LIGHTWAVE TECHNOLOGY, INC.
(a Development Stage Enterprise)
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                              Three months    Three months    Three months  Nine months   Nine months           From
                                                     ended           ended           ended        ended         ended   inception to
                                                 March 31,       March 31,       March 31,    March 31,     March 31,      March 31,
                                                      2000            2000            1999         2000          1999           2000
------------------------------------------------------------------------------------------------------------------------------------
                                                     (US$)          (CAN$)       (CAN$)         (CAN$)         (CAN$)         (CAN$)
                                                  (note 8)

<S>                                          <C>             <C>              <C>       <C>               <C>         <C>
Revenues - interest                             $  89,968      $  130,400     $  1,370     $  198,276      $  9,239      $  207,317

Expenses:
      Research and development net of
         research tax credits                 107,942,080     156,451,251       70,468   170,316,154         82,759    170,490,815
      General and administrative expenses         878,139       1,272,774       95,553     2,640,971        385,988      3,500,864
      Loss on foreign exchange                     23,688          34,334        9,787        56,991          2,439         68,489
      Interest expense                             12,860          18,639           -         33,747             -          33,796
----------------------------------------------------------------------------------------------------------------------------------
                                              108,856,767     157,776,998      175,808   173,047,863        471,186    174,093,964
----------------------------------------------------------------------------------------------------------------------------------
Net loss                                     $108,766,799    $157,646,598     $174,438  $172,849,587      $ 461,947   $173,886,647
----------------------------------------------------------------------------------------------------------------------------------

Net loss per share                           $       4.17    $       6.04     $   0.01  $       7.32      $    0.03
----------------------------------------------------------------------------------------------------------------------------------

Weighted average number of shares outstanding  26,100,742      26,100,742   16,455,000    23,600,294     16,100,255
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes to unaudited consolidated financial statements.


                                       -6-

<PAGE>
LUMENON INNOVATIVE LIGHTWAVE TECHNOLOGY, INC.
(a Development Stage Enterprise)
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------
                                                       Three months      Three months       Three months
                                                              ended             ended              ended
                                                          March 31,         March 31,          March 31,
                                                               2000              2000               1999
---------------------------------------------------------------------------------------------------------
                                                              (US$)           (CAN$)            (CAN$)
                                                           (note 8)
Cash flows from:

Operating activities:
<S>                                                    <C>               <C>                <C>
    Net loss                                           $(108,766,799)    $(157,646,598)     $(174,438)
    Adjustment for items not involving cash:
        Compensation cost                                         -                 -              -
        Shares issuable for services                     107,527,160       155,849,866             -
        Depreciation                                          83,330           120,778             -
    Change in operating assets and liabilities:
        Interest and sales tax receivable                   (147,033)         (213,110)        18,661
        Research tax credits receivable                           -                 -         (12,343)
        Prepaid expenses                                     (21,478)          (31,130)        (8,123)
        Accounts payable and accrued liabilities             (64,516)          (93,509)          (808)
---------------------------------------------------------------------------------------------------------
                                                          (1,389,336)       (2,013,703)      (177,051)
Financing activities:
    Proceeds from issuance of common shares                3,060,684         4,436,155             -
    Cash from the acquisition of a subsidiary                     -                 -              -
    Share issue expenses                                     (40,595)          (58,839)       (60,258)
    Principal repayments of capital lease obligation          (6,611)           (9,582)            -
    Proceeds from issuance of convertible
      promissory notes                                            -                 -              -
---------------------------------------------------------------------------------------------------------
                                                           3,013,478         4,367,734        (60,258)
Investing activities:
    Additions to property and equipment                     (300,404)         (435,405)      (227,095)
    Deposits                                                (615,237)         (891,725)            -
    Additions to other assets                                   (344)             (499)        (9,757)
    Purchase of term deposits                             (6,471,317)       (9,379,527)            -
    Disposal of term deposits                              4,152,237         6,018,253             -
---------------------------------------------------------------------------------------------------------
                                                          (3,235,065)       (4,688,903)      (236,852)

---------------------------------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents          (1,610,923)       (2,334,872)      (474,161)

Cash and cash equivalents, beginning of period             2,890,889         4,190,055        529,670

---------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                 $ 1,279,966        $1,855,183       $ 55,509

=========================================================================================================
</TABLE>

                                       7-A

<PAGE>
<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------
                                                         Nine months      Nine months                 From
                                                               ended            ended         inception to
                                                           March 31,        March 31,            March 31,
                                                                2000             1999                 2000
------------------------------------------------------------------------------------------------------------
                                                            (CAN$)              (CAN$)              (CAN$)

Cash flows from:

Operating activities:
<S>                                                    <C>               <C>                <C>
    Net loss                                           $(172,849,587)    $    (461,947)     $  (173,886,647)
    Adjustment for items not involving cash:
        Compensation cost                                         -                 -               241,058
        Shares issuable for services                     169,311,536                -           169,311,536
        Depreciation                                         311,916                -               311,916
    Change in operating assets and liabilities:
        Interest and sales tax receivable                   (220,059)           (2,432)            (457,598)
        Research tax credits receivable                     (123,879)          (14,492)            (158,097)
        Prepaid expenses                                        (564)           (8,123)             (50,520)
        Accounts payable and accrued liabilities             516,888           118,541            1,220,750
------------------------------------------------------------------------------------------------------------
                                                          (3,053,749)         (368,453)          (3,467,602)
Financing activities:
    Proceeds from issuance of common shares               12,613,507               372           15,524,996
    Cash from the acquisition of a subsidiary                     -            814,322              814,322
    Share issue expenses                                    (386,909)         (153,637)            (772,220)
    Principal repayments of capital lease obligation          (9,582)               -                (9,582)
    Proceeds from issuance of convertible
      promissory notes                                            -                 -               298,720
------------------------------------------------------------------------------------------------------------
                                                          12,217,016           661,057           15,856,236
Investing activities:
    Additions to property and equipment                   (1,633,307)         (227,095)          (3,125,802)
    Deposits                                              (1,262,055)               -            (1,262,055)
    Additions to other assets                                 (3,118)          (10,000)             (13,119)
    Purchase of term deposits                            (12,933,812)               -           (12,933,812)
    Disposal of term deposits                              6,801,337                -             6,801,337
------------------------------------------------------------------------------------------------------------
                                                          (9,030,955)         (237,095)         (10,533,451)

------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents             132,312            55,509            1,855,183

Cash and cash equivalents, beginning of period             1,722,871                -                    -

------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                 $ 1,855,183          $ 55,509          $ 1,855,183

============================================================================================================
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

                                       7-B

<PAGE>

LUMENON INNOVATIVE LIGHTWAVE TECHNOLOGY, INC.
(a Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Unaudited)

Three-month and nine-month periods ended March 31, 2000 and 1999 and period from
inception (March 2, 1998) to March 31, 2000 (in Canadian dollars)

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

      In the opinion of management, the accompanying unaudited interim financial
      statements,  prepared in accordance with US generally accepted  accounting
      principles,  contain  all  adjustments  (consisting  of  normal  recurring
      accruals) necessary to present fairly the Corporation's financial position
      as at March 31, 2000 and June 30, 1999,  the results of its operations and
      its cash flows for the three-month and nine-month  periods ended March 31,
      2000 and 1999 and for the period from inception to March 31, 2000.

      While management  believes that the disclosures  presented are adequate to
      make  the  information  not  misleading,   these  consolidated   financial
      statements and notes should be read in conjunction with the  Corporation's
      Consolidated Financial Statements at June 30, 1999.


1.    Organization and business activities:

      Lumenon   Innovative   Lightwave   Technology,   Inc.   ("Lumenon"),   was
      incorporated  in the State of Delaware in February  1996 under the name of
      WWV Development Inc.

      In July 1998, under an acquisition plan, Lumenon acquired LILT Canada Inc.
      ("LILT"), a Canadian  corporation,  by issuing 12,200,000 common shares to
      the  shareholders  of LILT,  which  resulted  in the  change in control of
      Lumenon.  Accordingly,  LILT has been determined the acquiring corporation
      and  these  consolidated  financial  statements  present  the  results  of
      operations and cash flows of LILT since its inception, March 2, 1998.

      Under the plan mentioned above,  Lumenon issued 4,000,000 common shares to
      acquire Dequet Capital, Inc., a Nevada corporation. Dequet Capital, Inc.'s
      only asset was cash in the amount of $814,322  (US$540,000).  This company
      was subsequently dissolved.

      The Corporation's  principal  business activity is to design,  develop and
      build  integrated  optics  devices  in the form of  compact  hybrid  glass
      circuits on silicon chips.

      The  Corporation  is  subject to a number of risks,  including  successful
      development  and marketing of its  technology and attracting and retaining
      key  personnel.  In order to achieve its business  plan,  the  Corporation
      anticipates the need to raise additional capital.


2.    Property and equipment:

       During the  nine-month  period  ended  March 31,  2000,  the  Corporation
       purchased property and equipment totaling $1,915,337  (US$1,321,499),  of
       which $282,030 (US$194,583) were acquired through capital leases.


                                      -8-
<PAGE>

LUMENON INNOVATIVE LIGHTWAVE TECHNOLOGY, INC.
(a Development Stage Enterprise)
Notes to Consolidated Financial Statements, Continued
(Unaudited)

Three-month and nine-month periods ended March 31, 2000 and 1999 and period from
inception (March 2, 1998) to March 31, 2000 (in Canadian dollars)

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

3.    The Molex agreements:

      (a)   Under the terms of a Stock Purchase Agreement:

            Molex  Incorporated  (Molex),  a  Delaware  corporation,  agreed  to
            purchase from Lumenon 3,000,000 common shares at $0.72 (US$0.50) per
            share in two  transactions.  The first closing was held in June 1999
            for  1,500,000  common  shares  and the  second  closing,  which was
            subject to Lumenon  proving  out its  technology  and its ability to
            manufacture  and deliver certain  devices,  took place in March 2000
            for an additional 1,500,000 common shares.

            Lumenon granted to Molex a Services Common Stock Purchase Warrant to
            receive  5,800,000  common shares.  The warrant expires in June 2001
            and is subject to Molex  fulfilling  its  obligations  pursuant to a
            Teaming  Agreement.  Value of the shares  issued will be recorded as
            Molex fulfills such obligations (see (c) below).

            Lumenon  granted to Molex a Cash Common  Stock  Purchase  Warrant to
            purchase  1,666,667  common shares at a price of $1.30 (US$0.90) per
            share. The warrant was exercised in November 1999.

      (b)   Under the terms of a Stock Restriction Agreement:

            No primary  stockholders  can sell any share to competitors of Molex
            without  Molex's prior  consent.  The agreement  includes a right of
            first  refusal and  preemptive  rights except that Lumenon can issue
            6,000,000  units (one common share and a warrant for the purchase of
            one common share at a price not less than $1.30 (US$0.90) per share)
            at a price not less than $0.72  (US$0.50)  per unit to raise capital
            within  24 months  from the date of the  agreement,  being  June 21,
            1999.

            Certain rights or  restrictions  might be terminated upon completion
            of a Public Sale, a Public Offering as defined in the agreement.


                                       -9-
<PAGE>
LUMENON INNOVATIVE LIGHTWAVE TECHNOLOGY, INC.
(a Development Stage Enterprise)
Notes to Consolidated Financial Statements, Continued
(Unaudited)

Three-month and nine-month periods ended March 31, 2000 and 1999 and period from
inception (March 2, 1998) to March 31, 2000 (in Canadian dollars)

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

3.    The Molex agreements (continued):

      (c) Under the terms of a Teaming Agreement:

            Lumenon and Molex agreed to jointly develop certain products related
            to the  Dense  Wavelength  Division  Multiplexing  market  and other
            photonics  markets.  Under  the  terms  of the  agreement,  Molex is
            committed to purchase the entire production of Lumenon for the first
            twelve  months with a maximum  number of units per month.  After the
            twelve-month  period,  Molex  will have the option to  purchase  all
            production   of  Lumenon  at  fair  market   value.   Under  certain
            circumstances,   Molex  may  have  the  right  to  manufacture   all
            components  of the devices in return for a royalty as defined in the
            agreement. For the nine-month period ended March 31, 2000, an amount
            of  $169,311,536  (US$116,814,914)  was recorded  under research and
            development expenses.


4.    Share capital:
<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------
                                                                March 31,            June 30,
                                                                     2000                1999
---------------------------------------------------------------------------------------------
<S>                                                            <C>                <C>
      Authorized:
            1,000,000 preferred shares, par value
               of US$0.001 per share
            100,000,000 common shares, par value
               of US$0.001 per share

      Issued and outstanding:
            30,481,321 common shares
               (June 30, 1999 - 20,215,000)                    $   48,133         $   30,330
---------------------------------------------------------------------------------------------
</TABLE>


                                      -10-
<PAGE>

LUMENON INNOVATIVE LIGHTWAVE TECHNOLOGY, INC.
(a Development Stage Enterprise)
Notes to Consolidated Financial Statements, Continued
(Unaudited)

Three-month and nine-month periods ended March 31, 2000 and 1999 and period from
inception (March 2, 1998) to March 31, 2000 (in Canadian dollars)

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

4.    Share capital (continued):

      (a)   Issue of shares:

            During the three-month  period ended March 31, 2000, the Corporation
            concluded the following share capital transactions:

            (i)   1,586,022 common shares were issued for cash  consideration of
                  $4,006,525 (US$2,750,000) with 43,011 warrants to be exercised
                  at $43.48 (US$30.00) per share before December 7, 2000;

            (ii)  295,000 common shares were issued upon exercise of options for
                  cash consideration of $429,630 (US$295,000);

            (iii) stockholders'  equity was adjusted to reflect 3,425,280 common
                  shares issuable for services received from Molex in the amount
                  of   $155,849,866   (US$107,527,160);   the   transaction  was
                  accounted for by using the average  market price of the shares
                  of the Corporation for the three-month period then ended;

      (b) Stock option plan:

          Under the Corporation's  stock option incentive plan,  100,000 options
          were granted for the purchase of 100,000  common  shares at a price of
          $40.58 (US$28.00) per share.

          At March 31, 2000,  700,000  outstanding  options are  exercisable and
          1,657,500 outstanding options vest over a period of two to five years.

      (c) Warrants:

          The following warrants are outstanding at March 31, 2000:

--------------------------------------------------------------------------------
            Warrants                  Expiry date       Exercise price per share
--------------------------------------------------------------------------------

             1,210,000                August 2000           $  1.30 (US$0.90)
               282,000             September 2000              8.70 (US$6.00)
                21,500             September 2000             13.04 (US$9.00)
                10,700             September 2000              8.70 (US$6.00)
                10,000               October 2000             14.49 (US$10.00)
                43,011              December 2000             33.34 (US$23.00)
               960,000                  June 2001              2.17 (US$1.50)
               500,000                August 2001              1.30 (US$0.90)
             1,664,851                August 2001                          *
               400,000               October 2001              1.30 (US$0.90)
                30,000               October 2001              1.30 (US$0.90)

-----------------------------------------------------------------------------
             5,132,062
-----------------------------------------------------------------------------


                                      -11-
<PAGE>
LUMENON INNOVATIVE LIGHTWAVE TECHNOLOGY, INC.
(a Development Stage Enterprise)
Notes to Consolidated Financial Statements, Continued
(Unaudited)

Three-month and nine-month periods ended March 31, 2000 and 1999 and period from
inception (March 2, 1998) to March 31, 2000 (in Canadian dollars)

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

4.    Share capital (continued):

      (c)   Warrants (continued):

            *     As per the Services  Common Stock Purchase  Warrant granted to
                  Molex.  Exercise price to be fair value of the shares when the
                  services are received.


5.    Commitments:

      (a)   The Corporation is committed to purchase  equipment in the amount of
            $1,805,000   (US$1,245,000)  for  which  $512,055  (US$353,287)  was
            disbursed as of March 31, 2000 and recorded under deposits.

            (b) In January 2000,  the  Corporation  signed an offer to lease new
            premises, commencing in July 2000 and expiring in June 2012. Minimum
            annual rental payments amount to $356,000  (US$246,000) per year for
            the first six years and to  $422,000  (US$291,000)  per year for the
            last six years for an aggregate amount of $4,668,000 (US$3,222,000).
            Operating costs are estimated to be $137,000 (US$94,000) per year.

            The Corporation  has provided a deposit of $750,000  (US$517,456) to
            secure this  agreement,  of which $75,000  (US$51,745) is refundable
            per year.


6.    Subsequent events:

            (a) In April 2000, the Corporation  accepted an investment  proposal
            from a third  party of  $20,291,600  (US$14,000,000)  in the form of
            convertible   debentures.   The   proposal  is  subject  to  certain
            conditions  being met before  closing which is expected to be in May
            2000.

            (b) In April 2000,  the  Corporation  granted under its stock option
            incentive plan 502,500 options to certain employees for the purchase
            of 502,500  common shares at prices  varying from $29 (US$20) to $36
            (US$25).


7.     Functional currency and convenience translation:

       The functional currency of the Corporation is the Canadian dollar.

            US dollar  amounts  presented on the balance  sheet,  statements  of
            operations and cash flows are provided for  convenience of reference
            only and are based on the closing  exchange  rate at March 31, 2000,
            which was $1.4494 Canadian dollar per US dollar.


                                      -12-


<PAGE>

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

Results of Operations

Three Months Ended March 31, 2000 Compared to Three Months Ended March 31, 1999

The Company is a Development Stage  Enterprise,  which has not, during the three
months ending March 31, 2000,  realized any revenues from  operations.  Interest
income,  consisting  of interest on cash and term  deposits,  earned  during the
three-month  period  ending March 31, 2000  amounted to US$89,968  (CDN$130,400)
compared to US$901 (CDN$1,370) for the three-month period ending March 31, 1999,
an increase of US$89,067  (CDN$  129,030).  The increase is due to the fact that
the Company had more cash on hand during this quarter than the same quarter last
year as a result of capital raised through private  investments and the exercise
of warrants and options.

Research and development  expenses for the  three-month  period ending March 31,
2000, net of research tax credits,  were  US$107,942,080  (CDN$156,451,251).  Of
these costs,  US$107,527,160  (CDN$155,849,866)  are non-cash expenses resulting
from the  issuance of the  Company's  common stock in  consideration  of certain
services rendered by Molex  Incorporated  ("Molex") under the terms of a Teaming
Agreement  dated  May 19,  1999  between  the  Company  and  Molex for the joint
development  of  certain  products  related  to the  Dense  Wavelength  Division
Multiplexing  ("DWDM") market and other photonics markets. The common stock will
be issued to Molex on partial  exercise  of a  Services  Common  Stock  Purchase
Warrant for  5,800,000  common shares  granted to Molex in  connection  with the
services to be rendered under the Teaming Agreement. The warrants expire in June
2001 and are  subject to Molex  fulfilling  its  obligations  under the  Teaming
Agreement. During the quarter ended March 31, 2000, based on Molex's estimate of
the cost of its work under the Teaming  Agreement,  3,425,280  common shares are
issuable to Molex at the average  monthly  market price of the Company's  shares
during which the services were rendered.

The Company's research and development  expenditures,  other than those recorded
under the Services Common Stock Purchase  Warrant,  net of research tax credits,
were US$414,920  (CDN$601,385)  during the  three-month  period ending March 31,
2000, compared to US$46,330 (CDN$70,468) for the three-month period ending March
31, 1999, an increase of US$368,590 (CDN$530,917).  During the comparable period
in 1999, the Company  incurred little research and development  expenses because
it was  not  yet  engaged  in  full  operations  (almost  exclusively  financing
activities). At March 31, 2000, the Company had an existing operation consisting
of a research  and  development  staff of 24  employees,  a facility,  a Teaming
Agreement  with Molex and an  expansion  project  underway.  During this period,
Lumenon  designed new DWDMs products and Wide Wavelength  Division  Multiplexing
("WWDM")  products,  developed  materials and  processes and produced  prototype
devices.

General and  administrative  expenses  (including  foreign exchange and interest
expenses) were US$914,687  (CDN$1,325,747)  during the three-month period ending
March 31, 2000,  compared to US$69,257  (CDN$105,340) for the three-month period
ending March 31, 1999, an increase of


                                      -13-

<PAGE>

US$845,430  (CDN$1,220,407).  The  charges  for this  period  consist  mainly of
salaries as a result of the  increased  number of  administrative  personnel and
related  expenses to manage the  increased  activities  of the Company  from its
expansion  project and implementing such expansion  project.  As a result of the
above,  the Company's  overall loss for the three-month  period ending March 31,
2000 amounted to  US$108,766,799  (CDN$157,646,598)  or US$4.17  (CDN$6.04)  per
share, compared to US$114,686 (CDN$174,438), or US$0.0070 (CDN$0.0106) per share
for the comparable period in 1999.

Nine Months Ended March 31, 2000 Compared to Nine Months Ended March 31, 1999

The Company is a Development  Stage  Enterprise,  which has not, during the nine
months ending March 31, 2000,  realized any revenues from  operations.  Interest
income,  consisting of interest on cash and term deposits, during the nine month
period ended March 31, 2000,  amounted to US$136,799  (CDN$198,276)  compared to
US$6,374  (CDN$9,239)  in the same period last year,  an increase of  US$130,425
(CDN$189,037). The increase is due to the fact that the Company had more cash on
hand during this period than the  equivalent  period the year before as a result
of capital raised through  private  investments and the exercise of warrants and
options.

Research  and  development  expenses  for the nine month  period ended March 31,
2000, net of research tax credits,  were  US$117,508,041  (CDN$170,316,154).  Of
these costs,  US$116,814,914  (CDN$169,311,536)  are non-cash expenses resulting
from the  issuance of the  Company's  common stock in  consideration  of certain
services  rendered by Molex under the terms of a Teaming Agreement dated May 19,
1999 between the Company and Molex for the joint development of certain products
related to the DWDM market and other photonics markets. The common stock will be
issued to Molex on partial  exercise of a Services Common Stock Purchase Warrant
for 5,800,000  common shares granted to Molex in connection with the services to
be rendered under the Teaming  Agreement.  The warrants  expire in June 2001 and
are subject to Molex  fulfilling its  obligations  under the Teaming  Agreement.
During the nine month period ended March 31, 2000,  based on Molex's estimate of
the cost of its work under the Teaming  Agreement,  709,852  common  shares have
been issued and  3,425,280  shares are issuable to Molex at the average  monthly
market  price of the  shares  of the  Company  during  which the  services  were
rendered.

The Company's research and development  expenditures,  other than those recorded
under the Services Common Stock Purchase  Warrant,  net of research tax credits,
were  US$693,127  (CDN$1,004,618)  during the nine month  period ended March 31,
2000,  compared to US$57,099  (CDN$82,759) for the equivalent period in 1999, an
increase of US$636,028 (CDN$921,859).  The low level of research and development
expenses incurred during the nine months ended March 31, 1999 is due to the fact
that, as of March 31, 1999, the Company was barely  starting its activities with
a few employees.  During the nine month period ended March 31, 2000, the Company
developed a new DWDM design and adapted  materials  and  processes  accordingly,
designed  DWDMs and  WWDMs,  developed  materials  and  processes  and  produced
prototype devices.



                                      -14-

<PAGE>

As of March 31, 2000, the Company's  research and development staff consisted of
24  employees,  all of whom are  located  in  Dorval,  Quebec  with  most of the
employees holding science, engineering or other advanced technical degrees.

General and  administrative  expenses  (including  foreign exchange and interest
expenses) were US$1,884,717  (CDN$2,731,709)  during the nine months ended March
31, 2000,  compared to US$267,992  (CDN$388,427) for the same period in 1999, an
increase of US$1,616,725 (CDN$2,343,282). The increase is a result of additional
salaries  arising  from an  increased  number of  administrative  personnel  and
related  expenses to manage the  increased  activities  of the Company  from its
expansion project.

As a result of the above,  the Company's  overall loss for the nine month period
ended March 31, 2000  amounted to  US$119,255,959  (CDN$172,849,587)  or US$5.05
(CDN$7.32)  per  share,  compared  to  US$318,716   (CDN$461,947),   or  US$0.02
(CDN$0.03) per share for the comparable period in 1999.

Financial Condition, Liquidity and Capital Resources

For  information  in respect of certain  risks to which the  Company is subject,
reference  is made to the  material  under the  caption  "Risk  Factors"  in the
Company's Registration Statement on Form 10. During this period, Lumenon cleared
its Form-10 with the U.S.  Securities  and Exchange  Commission  and on or about
April 10, 2000 began trading its common stock on NASDAQ National Market.

At March 31, 2000,  the Company had cash and cash  equivalents  of  US$1,279,966
(CDN$1,855,183).  In addition,  the Company had US$4,231,044  (CDN$6,132,475) in
term  deposits  with  maturity  dates no later than  April 20,  2000 and with no
restriction in their use. At March 31, 2000, the market value  approximated  the
carrying value.

Since June 30, 1999, the Company collected  US$8,435,627  (CDN$12,226,598)  from
the issuance of common  shares,  net of share  issuance  expenses of  US$266,944
(CDN$386,909).  These funds have been partially  offset by operating  activities
amounting  to  US$2,106,906  (CDN$3,053,749)  and  investments  in property  and
equipment  of  US$1,321,470   (CDN$1,915,337),   consisting  of  investments  in
laboratory  equipment  (US$1,054,189)  (CDN$1,527,943),   leasehold  improvement
(US$138,121)   (CDN$200,192),   computer  equipment  and  software   (US$90,633)
(CDN$131,363)  and  office  equipment  and  fixtures  (US$38,527)  (CDN$55,841).
Depreciation of US$215,204 (CDN$311,916) has been charged to expenses.  Finally,
the Company paid  deposits on lease  agreement and  equipment  ordered  totaling
US$870,743 (CDN$1,262,055).




                                      -15-

<PAGE>

Subsequent Event

In April 2000,  the  Corporation  accepted an  investment  proposal from a third
party of US$14,000,000  (CDN$20,291,600) in the form of convertible  debentures.
The proposal is subject to certain  conditions being met before closing which is
expected  to be in June  2000.  Additionally,  in April  2000,  the  Corporation
granted  under its stock  option  incentive  plan  502,500  options  to  certain
employees for the purchase of 502,500  common shares at price varying from US$20
(CDN$29) to US$25 (CDN$36).

Year 2000

As of May 12, 2000, the Company has not experienced  any  difficulties or delays
as a result of Year 2000.

Foreign Currency Transactions

Because the Canadian dollar is the primary currency in the economic  environment
in which the Company operates,  the Canadian dollar is its functional  currency.
Accordingly,  monetary amounts  maintained in currencies other than the Canadian
dollar are provided, in the financial statements of the Company, for convenience
of reference  only and are based on the closing  exchange rate at March 31, 2000
which was  $1.4494  Canadian  dollar per US dollar.  The rate stated is from the
Bank of Canada.

The effects of foreign currency remeasurement are reported in current operations
and have been immaterial to date.

PART II.  OTHER INFORMATION

Item 2.   Changes in Securities and Use of Proceeds

In January 2000,  the Company  issued  86,022 units,  consisting of one share of
Common Stock and a warrant for the purchase of one half of an  additional  share
(43,011  shares) at a price per share of $30.00  (CAN$43.48)  before December 7,
2000,  for cash  consideration  in the aggregate  amount of $2,000,012 or $23.25
(CAN$34.11)  per unit. The  securities  were offered and sold in reliance on the
exemption  provided  in  Section  4(2) of the  Securities  Act and  solely to an
accredited  investor  within the meaning of Rule 501 of  Regulation  D under the
Securities Act. All such  securities are deemed to be restricted  securities and
are  appropriately  legended  and  restricted  as  to  subsequent  transfer.  No
underwriter was involved in such  transaction.  The proceeds hereof were used to
fund current activities and expenses associated with the expansion project.

In March 2000, the Company issued  1,500,000 shares of Common Stock to Molex for
cash  consideration  in the amount of $750,000 as part of the  scheduled  second
closing  under the terms of the Stock  Purchase  Agreement  by and  between  the
Company and Molex dated June 21, 1999. The  securities  were offered and sold in
reliance on the  exemption  provided in Section 4(2) of the  Securities  Act and
solely to an  accredited  investor,  Molex,  within  the  meaning of Rule 501 of
Regulation  D under the  Securities  Act. No  underwriter  was  involved in such
transaction.  The proceeds hereof are being used to fund current  activities and
expenses associated with the expansion project.



                                      -16-

<PAGE>

of the Securities Act and solely to accredited  investors  within the meaning of
Rule 501 of  Regulation  D under the  Securities  Act. All such  securities  are
deemed to be restricted securities and are appropriately legended and restricted
as to subsequent transfer. The proceeds were used for...

Item 6.   Exhibits and Reports on Form 8-K

Exhibits:
             27.1 Financial Data Schedule - March 31, 2000

Reports on Form 8-K:

             The  Registrant  did not file any Current Report on Form 8-K during
             the period covered by this report.


                                      -17-

<PAGE>

                                   SIGNATURES


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

                                   LUMENON INNOVATIVE LIGHTWAVE
                                   TECHNOLOGY,  INC.


                                   By: /s/ Iraj Najafi
                                       ----------------------------------------
                                       Iraj Najafi
                                       President and Chief Executive Officer


                                   By: /s/ Vincent Belanger
                                       ----------------------------------------
                                       Vincent Belanger
                                       Chief Financial Officer (Principal
                                       Financial Officer and Chief Accounting
                                       Officer)



Dated: May 12, 2000



                                      -18-

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