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Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
V3 SEMICONDUCTOR, INC.
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(Exact Name of Registrant as Specified in its Charter)
Nevada 3674
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(State or Other Jurisdiction of (Primary Standard Industrial
Incorporation or Organization) Classification Code Number)
250 Consumers Road, Suite 901, North York, Ontario, Canada M2J 4V6
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the registration
registration of a class of securities of a class of securities pursuant to
pursuant to Section 12(b) of the Section 12(g) of the Exchange Act
Exchange Act and is effective and is effective pursuant to General
pursuant to General Instruction Instruction A.(d), check the
A.(c), check the following box: [ ] following box. [X]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value per share
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(Title of class)
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Reference is made to the Company's Registration Statement on Form
SB-2 (Registration No.333-59133), and all amendments thereto, filed with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended. A description of the Registrant's securities to be registered, as
required by Item 202 of Regulation S-K, is incorporated herein by reference to
the section entitled "Description of Securities" in the Company's Preliminary
Prospectus forming a part of the Company's Registration Statement on Form
SB-2, File No.333-59133, and all amendments thereto, filed with the Securities
and Exchange Commission on September 21, 1998.
ITEM 2. EXHIBITS
Exhibit
Number Description of Document
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A The "Description of Securities" section of the Preliminary
Prospectus forming a part of the Registrant's Registration
Statement on Form SB-2, File No. 333-59133, and all
amendments thereto, is incorporated herein by reference as
referred to in Item 1.
1.1 Form of Common Stock Certificate (filed as Exhibit 4.1 to
the Registration Statement on Form SB-2, File No. 333-59133,
and hereby incorporated herein by reference).
2.1 Certificate of Incorporation, as amended (Filed as Exhibit
3.1 to the Registration Statement on Form SB-2, File No.
333-59133, and hereby incorporated herein by reference).
2.2 By-Laws (Filed as Exhibit 3.2 to the Registration Statement
on Form SB-2, File No. 333-59133, and hereby incorporated
herein by reference).
SIGNATURE
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Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
V3 SEMICONDUCTOR, INC.
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Registrant
By: /s/ Carl Mitchell
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Carl Mitchell, Secretary and Treasurer
Date: October 8, 1998
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
V3 SEMICONDUCTOR, INC.
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Registrant
By: /s/ Carl Mitchell
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Carl Mitchell, Secretary and Treasurer
Date: October 8, 1998
