<PAGE>
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)
V3 SEMICONDUCTOR INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
918392101
(CUSIP Number)
November 1, 1999
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
<PAGE>
CUSIP 918392101 SCHEDULE 13G Page 2 of 8
1 Name of Reporting Person Island Capital Management, LLC
IRS Identification No. of Above Person 94-3333395
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization Delaware, USA
NUMBER OF 5 Sole Voting Power 0
SHARES
BENEFICIALLY 6 Shared Voting Power 412,315
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 0
PERSON WITH
8 Shared Dispositive Power 412,315
9 Aggregate Amount Beneficially Owned by Each
Reporting Person 412,315
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares [ ]
11 Percent of Class Represented by Amount in Row 9 6.9%
12 Type of Reporting Person OO
<PAGE>
<PAGE>
CUSIP 918392101 SCHEDULE 13G Page 3 of 8
1 Name of Reporting Person Richard O'Connell
IRS Identification No. of Above Person N/A
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization USA
NUMBER OF 5 Sole Voting Power 18,000
SHARES
BENEFICIALLY 6 Shared Voting Power 430,315
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 18,000
PERSON WITH
8 Shared Dispositive Power 430,315
9 Aggregate Amount Beneficially Owned by Each
Reporting Person 430,315
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares [ ]
11 Percent of Class Represented by Amount in Row 9 7.2%
12 Type of Reporting Person IN
<PAGE>
<PAGE>
CUSIP 918392101 SCHEDULE 13G Page 4 of 8
Item 1(a). Name of Issuer.
V3 Semiconductor, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices.
250 Consumers Road, Suite 901
North York
Ontario, M2J4V6, Canada
Item 2(a). Names of Persons Filing.
Island Capital Management, LLC
Item 2(b). Address of Principal Business Office or, if none,
Residence.
950 Third Avenue, 16th Floor
New York, NY 10022
Item 2(c). Citizenship.
United States.
Item 2(d). Title of Class of Securities.
Common Stock
Item 2(e). CUSIP Number.
918392101
Item 3. Type of Reporting Person.
If this statement is filed pursuant to Sections
240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is a:
(a) [ ] Broker or dealer registered under section
15 of the Act (15 U.S.C. 78o);
(b) [ ] Bank as defined in section 3(a)(6) of the
Act (15 U.S.C. 78c);
(c) [ ] Insurance company as defined in section
3(a)(19) of the Act (15 U.S.C. 78c);
(d) [ ] Investment company registered under
section 8 of the Investment Company Act of
1940 (15 U.S.C. 80a -8);
(e) [ ] An investment adviser in accordance with
Section 240.13d-1(b)(1)(ii)(E);
<PAGE>
<PAGE>
CUSIP 918392101 SCHEDULE 13G Page 5 of 8
(f) [ ] An employee benefit plan or endowment
fund in accordance with Section 240.13d-
1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control
person in accordance with Section 240.13d-
1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in
Section 3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the
definition of an investment company under
section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Section 240.13d-
1(b)(1)(ii)(J).
If this statement is filed pursuant to Section
240.13d-1(c), check this box. [x]
Item 4. Ownership.
Reference is hereby made to Items 5-9 and 11 of page
two (2) of this Schedule 13G, which Items are incorporated by
reference herein. This amendment does not report a change in
beneficial ownership, but is being filed solely to reflect a 2-
for-3 reverse stock split not accounted for in the previous
filing.
Because Richard O'Connell owns a 29% interest in Island
Capital Management, LLC, is a managing member of that company and
is the portfolio manager for the accounts that hold the
securities to which this Schedule relates, it is possible that he
may be deemed a beneficial owner of the Company's shares held by
Island Capital Management, LLC by virtue of the definition of
"beneficial owners" in Rule 13d-3 under the Securities Exchange
Act of 1934. The filing of this Schedule shall not be construed
as an admission by Mr. O'Connell, that he is a beneficial owner
of any securities of the Company or an admission by either of the
filing persons that they are members of a group.
It is possible that other individual directors,
executive officers, members, and/or managers of Island Capital
Management, LLC might be deemed the "beneficial owners" of some
or all of the securities to which this Schedule relates in that
they might be deemed to share the power to direct the voting or
disposition of such securities. Neither the filing of this
Schedule nor any of its contents shall be deemed to constitute an
admission that any of such individuals is, for any purpose, the
beneficial owner of any of the securities to which this Schedule
<PAGE>
<PAGE>
CUSIP 918392101 SCHEDULE 13G Page 6 of 8
relates, and such beneficial ownership is expressly disclaimed.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of
Another Person.
Island Capital Management, LLC is deemed to be the
beneficial owner of the number of securities reflected in Items 5-
9 and 11 of page two (2) of this Schedule 13G pursuant to
separate arrangements whereby Island Capital Management, LLC acts
as investment adviser to certain persons. Each person for whom
Island Capital Management, LLC acts as investment adviser has the
right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the common stock
purchased or held pursuant to such arrangements.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below, the undersigned certifies that, to
the best of his knowledge and belief, the securities referred to
above were acquired and are held in the ordinary course of
business and were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction
having that purpose or effect.
<PAGE>
<PAGE>
CUSIP 918392101 SCHEDULE 13G Page 7 of 8
Signature
After reasonable inquiry and to the best of my
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
DATED: June 20, 2000
ISLAND CAPITAL MANAGEMENT, LLC
/s/ Richard O'Connell By: /s/ Richard O'Connell
__________________________ _________________________
Richard O'Connell Name: Richard O'Connell
Title: Manager Member
<PAGE>
<PAGE>
CUSIP 918392101 SCHEDULE 13G Page 8 of 8
EXHIBIT A
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto, hereby execute
this agreement as an exhibit to this Schedule 13G to evidence the
agreement of the below-named parties, in accordance with rules
promulgated pursuant to the Securities Exchange Act of 1934, to
file this Schedule and any subsequent amendment jointly on behalf
of each of such parties.
DATED: June 20, 2000
ISLAND CAPITAL MANAGEMENT, LLC
/s/ Richard O'Connell By: /s/ Richard O'Connell
__________________________ _________________________
Richard O'Connell Name: Richard O'Connell
Title: Manager Member
