UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2000
[ ] TRANSITION REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the Transition Period from ______________ TO _________.
333-59133
(Commission File Numbers)
V3 SEMICONDUCTOR, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C>
NEVADA 3674
(State or other jurisdiction of Primary Standard Industrial
incorporation or organization) Classification Code Number)
</TABLE>
250 Consumers Road, Suite 901
North York, Ontario
Canada M2J 4V6
(Address of principal executive offices)
(416) 497-8884
(Registrants' telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the Registrants (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days. YES [ X ] NO [ ]
As of June 30, 2000, 6,013,642 shares of Common Stock, par value $.001 per
share, of V3 Semiconductor, Inc. were issued and outstanding.
<PAGE>
V3 Semiconductor, Inc.
Index to Report
On Form 10-Q
For Quarter Ended June 30, 2000
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (unaudited):
Page
<S> <C> <C> <C> <C> <C>
Consolidated Balance Sheets at June 30, 2000 and September 30, 1999 3
Consolidated Statements of Operations for the three and nine months ended June 30, 2000 4
and 1999
Consolidated Statement of Stockholders' Equity for the period ended June 30, 2000 5
Consolidated Statements of Cash Flows for the nine months ended June 30, 2000 and 1999 6
Notes to Consolidated Financial Statements 7
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
PART II - OTHER INFORMATION
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 Security Holders
ITEM 6. Exhibits and reports on Form 8-K
</TABLE>
2
<PAGE>
V3 SEMICONDUCTOR, INC.
Consolidated Balance Sheets
(Stated in United States Dollars)
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
June 30, September 30,
2000 1999
----------------------------------------------------------------------------------------------------------------
(unaudited)
Assets
Current assets:
<S> <C> <C>
Cash and cash equivalents $ 3,626,693 $ 4,474,174
Accounts receivable, net of allowance for doubtful
accounts of $18,847; $16,532 at September 30, 1999 2,066,065 1,447,455
Inventories 322,913 53,873
Prepaid expenses 221,427 163,908
----------------------------------------------------------------------------------------------------------------
6,237,098 6,139,410
Capital assets 1,991,347 1,099,606
----------------------------------------------------------------------------------------------------------------
$ 8,228,445 $ 7,239,016
----------------------------------------------------------------------------------------------------------------
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable 639,137 801,685
Accrued liabilities 227,540 145,532
Capital taxes payable 12,673 12,806
Deferred revenue 760,919 -
----------------------------------------------------------------------------------------------------------------
1,640,269 960,023
Shareholders' equity:
Capital stock:
Preferred shares:
Authorized 10,000,000; no shares issued
and outstanding - -
Special shares:
Authorized 3,400,000; no shares issued
and outstanding - -
Common shares:
Authorized 5,000,000; 6,013,642 shares issued and
outstanding at June 30, 2000; 5,743,663 issued and
outstanding at September 30, 1999 6,013 5,743
Additional paid-in capital 7,713,660 6,675,572
----------------------------------------------------------------------------------------------------------------
7,719,673 6,681,315
Culmulative translation adjustment (6,237) (14,465)
Accumulated deficit (1,125,260) (387,857)
----------------------------------------------------------------------------------------------------------------
6,588,176 6,278,993
----------------------------------------------------------------------------------------------------------------
$ 8,228,445 $ 7,239,016
----------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
V3 SEMICONDUCTOR, INC.
Consolidated Statement of Operations - unaudited
(Stated in United States Dollars)
<TABLE>
<CAPTION>
Three months ended Nine months ended
June 30, June 30,
2000 1999 2000 1999
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C>
Sales (note 2) $ 1,347,467 $ 1,636,749 $ 5,672,816 $ 4,623,816
Cost of goods sold 405,428 476,286 1,606,673 1,338,317
----------------------------------------------------------------------------------------------------------------------------
942,039 1,160,463 4,066,143 3,285,499
Other income 64,662 26,623 165,133 156,133
Expenses:
Selling, general and administrative 1,192,736 652,581 2,737,589 1,919,889
Research and development 723,423 202,565 1,430,353 545,740
Depreciation and amortization 199,298 65,899 376,517 154,776
Rent and utilities 43,021 34,156 115,338 100,136
Bank charges and interest 859 1,082 1,588 3,299
----------------------------------------------------------------------------------------------------------------------------
2,159,337 956,283 4,661,385 2,723,840
----------------------------------------------------------------------------------------------------------------------------
Income (loss) before provision for income taxes (1,152,636) 230,803 (430,109) 717,792
Income taxes (recovery) (94,008) 196,066 307,294 571,085
----------------------------------------------------------------------------------------------------------------------------
(94,008) 196,066 307,294 571,085
----------------------------------------------------------------------------------------------------------------------------
Net income (loss) $ (1,058,628) $ 34,737 $ (737,403) $ 146,707
----------------------------------------------------------------------------------------------------------------------------
Net income (loss) per share:
Basic $ (0.18) $ 0.01 $ (0.12) $ 0.03
Diluted (note 3) $ (0.18) $ 0.01 $ (0.12) $ 0.03
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
V3 SEMICONDUCTOR, INC.
Consolidated Statements of Changes in Stockholders' Equity - unaudited
(Stated in United States dollars)
<TABLE>
<CAPTION>
Total share
capital and Accumulated
Additional additional other Total Compre-
Common shares Paid-in paid-in Accumulated comprehensive stockholders' hensive
Shares Par value capital capital deficit income (loss) equity loss
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, September 30, 1999 5,743,664 $ 5,743 $6,675,572 $ 6,681,315 $ (387,857) $ (14,465) $6,278,993
Changes during the period:
Net loss (737,403) (737,403)
Translation adjustment 8,228 8,228
Issuance of capital stocks 269,978 270 1,038,088 1,038,358 1,038,358
Net loss and other
comprehensive income (729,175)
Balance, June 30, 2000 6,013,642 $ 6,013 $7,713,660 $ 7,719,673 $ (1,125,260) $ (6,237) $6,588,176 $ (729,175)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
V3 SEMICONDUCTOR, INC.
Consolidated Statements of Cash Flows - Unaudited
(Stated in United States dollars)
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
Nine months ended
June 30,
2000 1999
Operating activities:
<S> <C> <C>
Net income (loss) $ (737,403) $ 146,707
Add items not involving cash:
Depreciation and amortization 376,517 154,776
Deferred revenue 760,919 (105,394)
Changes in working capital balances
Accounts receivable (618,610) (447,412)
Capital taxes (133) (3,953)
Inventories (269,040) 20,644
Prepaid expenses (57,519) 22,821
Accounts payable (162,548) (133,195)
Accrued liabilities 82,008 1,108
------------------------------------------------------------------------------------------------------------------
Total cash used in operating activities (625,809) (343,898)
Investing activities:
Additions to capital assets (1,268,258) (705,655)
------------------------------------------------------------------------------------------------------------------
Total cash used in investing activities (1,268,258) (705,655)
Financing activities:
Issuance of capital stock 1,038,358 239,475
------------------------------------------------------------------------------------------------------------------
Total cash provided by financing activities 1,038,358 239,475
Decrease in cash and cash equivalents (855,709) (810,078)
Effect of currency translation adjustments on cash 8,228 (35,806)
Cash and cash equivalents, beginning of period 4,474,174 4,821,556
------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period $ 3,626,693 $ 3,975,672
------------------------------------------------------------------------------------------------------------------
Cash paid for:
Interest $ 490 $ 245
------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
6
<PAGE>
V3 SEMICONDUCTOR, INC.
Notes to Consolidated Financial Statements - unaudited
(Stated in United States dollars)
Nine months ended June 30, 2000
1. Basis of presentation:
The accompanying unaudited consolidated financial statements of V3
Semiconductor, Inc. (the Company) as at June 30, 2000 and for the
three-month and nine-month periods ended June 30, 2000 and 1999 have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions set out by Form 10Q
and Article 10 of Regulation S-X. In the opinion of management, the
unaudited consolidated financial statements include all material
adjustments, consisting of normal recurring adjustments, necessary to
fairly present the information set forth therein. These interim financial
statements should be read in conjunction with the September 30, 1999
audited consolidated financial statements and notes thereto. The Company's
results of operations for the first nine months of 2000 are not necessarily
indicative of future operating results.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that effect the amounts reported in the financial statements
and accompanying notes. Actual results could differ materially from those
estimates.
2. Revenue recognition policy
During the quarter, the Company completed a review of its ability to
continue to estimate product returns from its distributors. Based on its
review of this matter, the Company concluded that product returns
experienced in the past would not be indicative of product returns
experienced in the future.
The Company will defer recognition of revenue on sales to distributors at
the time of shipment and will recognize that revenue when the right of
return has substantially expired which is when the distributor has sold the
product to the end customer. The effect of this decision was a reduction in
the Company's third quarter sales of approximately $1.3 million as compared
to the amount of sales the Company would have recognized had it continued
to recognize revenue at the time of shipment.
7
<PAGE>
3. Earnings (loss) per share:
Application of the provisions of Statement of Financial Accounting
Standards No. 128 results in disclosure of two earning (loss) per share
measures, basic and diluted, on the face of the consolidated statement of
operations.
"Basic" earnings per share is calculated by dividing net income or loss by
the weighted average number of common and special shares outstanding during
the periods. [Special shares have been included in the weighted average
number of shares outstanding as the special shares are exchangeable into
common shares of the Company.] "Diluted" earnings per share reflects the
net incremental shares that would be issued if outstanding stock options
were exercised and the funds from the exercises were used to purchase
treasury shares.
In the case of a net loss, it is assumed that no incremental shares would
be issued because they would be antidilutive.
The reconciliation of shares used to calculate basic and diluted earnings
(loss) per share is as follows:
<TABLE>
<CAPTION>
Three months ended Nine months ended
June 30, June 30,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Net income (loss) $ (1,058,628) $ 34,737 $ (737,403) $ 146,707
Shares used in basic earnings
per share computations:
Weighted average common and
special shares outstanding 5,988,984 5,552,041 5,832,099 5,532,511
-------------------------------------------------------------------------------------------------------------------
Effect of dilutive securities:
Dilutive shares contingently
issuable upon the exercise
of stock options and warrants - 1,055,392 - 785,425
Shares assumed to have been
purchased for treasury with
assumed proceeds from the
exercise of stock options and
warrants - (577,661) - (776,471)
-------------------------------------------------------------------------------------------------------------------
Average shares outstanding
- assuming dilution 5,988,984 6,029,772 5,832,099 5,541,465
-------------------------------------------------------------------------------------------------------------------
</TABLE>
Incremental common shares attributable to the exercise of outstanding
options that were not included in the diluted per share computations
because the effect would be antidilutive totaled 725,196 for the three
months ended June 30, 2000 and 597,482 for the nine months ended June 30,
2000. The weighted average exercise price of these antidilutive options
approximated $22.83 and $17.52, respectively, for the three months and nine
months ended June 30, 2000.
8
<PAGE>
4. Capital stock
The authorized capital stock of the Company consists of 50,000,000 common
shares with a par value of $.001 each, 10,000,000 preferred shares, which
may be issued in different series and whose rights and privileges are to be
determined at the time of issue.
(a) Stock option plan:
A total of 71,500 share options were granted and approved by the Board
of Directors during the three months ended June 30, 2000, which expire
between April 2010 and June 2010. These options were granted pursuant
to the 2000 stock option plan. The exercise price of the options
granted ranges from $21.19 to $26.97 per share.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The statements contained in this Report that are not historical are
forward-looking statements, including statements regarding the Company's
expectations, intentions, beliefs or strategies regarding the future.
Forward-looking statements include the Company's statements regarding liquidity,
anticipated cash needs and availability and anticipated expense levels. All
forward-looking statements included in this Report are based on information
available to the Company on the date hereof, and the Company assumes no
obligation to update any such forward-looking statement. It is important to note
that the Company's actual results could differ materially from those in such
forward-looking statements. Additionally, the following discussion and analysis
should be read in conjunction with the Financial Statements and notes thereto
appearing elsewhere in this Report. The discussion is based upon such Financial
Statements which have been prepared in accordance with U.S. Generally Accepted
Accounting Principles and are presented in United States dollars ($).
General
The Company designs and markets high performance peripheral and core
silicon products for the Embedded Systems market. The Company's products are
co-peripherals to microprocessors manufactured by third parties such as Intel
Corporation, Motorola Corporation, International Business Machine, Hitachi
Semiconductor of America, Quantum Effect Design, Texas Instruments, Integrated
Device Technology and Advanced Micro Devices. The principal product lines fall
into three categories: Burst DRAM and SDRAM Memory Controllers (BMC, PDC and SDC
families), System Controllers (SSC and USC families) and PCI Bridge Controllers
(PSC, PBC, EPC, USC and HPC families). These products are used in applications
such as servers, telecom switching equipment, communication routers, residential
gateways, cable modems, image processing systems, network controllers,
industrial control and consumer appliances.
Results of Operations
Three months ended June 30, 2000 compared to three months ended June
30, 1999 and nine months ended June 30, 2000 compared to nine months ended June
30, 1999.
9
<PAGE>
Overview
The following table sets forth, for the period indicated, certain items
in the Company's Consolidated Statement of Operations expressed as a percentage
of sales:
<TABLE>
<CAPTION>
Three months ended Nine months ended
June 30, June 30,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Sales 100.0 % 100.0 % 100.0 % 100.0
Gross Profit 69.9 70.9 71.7 71.1
Other Income 4.8 1.6 2.9 3.4
R&D Expenditures (1) 40.7 24.4 28.0 24.2
Selling, General & Administrative 88.5 39.9 48.3 41.5
Net Income (78.6) 2.1 (13.0) 3.2
</TABLE>
(1) The R&D expenditures are expressed before applying (adding) R&D tax credits
of ($175,850) during the three months ended June 30, 2000, $196,066 during the
three months ended June 30, 1999, $158,628 during the first nine months of
fiscal 2000 and $571,805 in the first nine months of fiscal 1999.
Sales
Sales for the three months and nine months ended June 30, 2000 were
$1,347,467 and $5,672,816, representing a decrease of 17.7% and an increase of
22.7%, respectively, over sales of $1,636,749 and $4,623,816 for the three
months and nine months ended June 30, 1999, respectively. The sales decrease for
the three months ended June 30, 2000 was primarily due to the adjustment
described in note 2 in the attached consolidated financial statements. The sales
increase for the nine months ended June 30, 2000 was attributable to an increase
in the number of design wins shipping in production volumes. Shipments of the
EPC and SSC devices increased by 912.2% and 53.1% respectively, for the three
months ended June 30, 2000 compared to the three months ended June 30, 1999, and
increased 119.7% and 92.3%, respectively, for the nine months ended June 30,
2000 compared to the nine months ended June 30, 1999. The PBC increased by 22.6%
for the nine months ended June 30, 2000 compared to the nine months ended June
30, 1999.
Gross Profit
Gross profit for the three months ended June 30, 2000 was $942,039,
representing a decrease of 18.8% over gross profit of $1,160,463 for the three
months ended June 30, 1999. Gross profit for the nine months ended June 30, 2000
was $4,066,143 representing an increase of 23.8% over gross profit of $3,285,499
for the nine months ended June 30, 1999. Gross profit, as a percentage of sales,
was 69.9% and 71.7% for the three months and nine months ended June 30, 2000,
respectively, as compared to 70.9% and 71.1% for the three months and nine
months ended June 30, 1999. The slight increase in gross margin for the nine
months ended June 30, 2000 is a reflection of the reduced product costs
negotiated with the manufacturing subcontractors and an increase in the number
of design-wins of the newer devices (PDC, SDC, USC) that are shipping in
pre-production volumes. As the number of volume transactions increases, gross
margin is expected to decline slightly.
10
<PAGE>
Other Income
Included in other income is royalty income and interest income. Other
income for the three months and nine months ended June 30, 2000 was $64,662 and
$165,133 respectively. This represents an increase of 142.9% and 5.8%
respectively, over other income of $26,623 and $156,133 for the three months and
nine months ended June 30, 1999, respectively.
Other income, as a percentage of sales, was 4.8% and 2.9% for the three
months and nine months ended June 30, 2000, respectively. The comparable
percentages for the three months and nine months ended June 30, 1999 were 1.6%
and 3.4%.
Interest generated on short-term investments, as a percentage of other
income, was 81.6% and 84.8% for the three months and nine months ended June 30,
2000, respectively.
Royalty income for the nine months ended June 30, 2000 was $22,565
representing a decrease of 11.7% over the royalty income of $25,555 for the nine
months ended June 30, 1999. This decrease was a result of reduced royalty
payments from National Semiconductor.
Research & Development ("R&D) Expenditures
R&D expenditures for the three months and nine months ended June 30,
2000 were $547,573 and $1,588,981, representing increases of 37.4% and 42.3%,
respectively, over R&D expenditures of $398,631 and $1,116,825 for the three
months and nine months ended June 30, 1999, respectively. R&D expenditures are
stated before applying (adding) R&D tax credits of ($175,850) and $158,628 for
the three months and nine months, ended June 30, 2000, respectively, and
$196,066 and $571,085 for the three months and nine months ended June 30, 1999,
respectively. R&D expenditures, as a percentage of sales, were 40.7% and 28.0%
for the three months and nine months ended June 30, 2000, respectively, as
compared to 24.4% and 24.1% for the three months and nine months ended June 30,
1999. The increase in R&D expenditures for both the three months and nine months
ended June 30, 2000 was due predominantly to an increase in R&D personnel that
resulted in an increase in R&D wages of 32.9% and 41.7% over R&D wages for the
three months and nine months ended June 30, 1999. In addition, the Company made
significant investments in hardware and software tools to design and validate
new products.
Investment Tax Credits ("ITC") and Research and Development Expenditures
The Company's Canadian subsidiary incurs current and capital
expenditures, which are eligible as a scientific research and experimental
development ("SR&ED") expenditures. The Company earns ITCs at a rate of 20% on
SR&ED expenditures each year. These ITCs are available for application against
the Canadian subsidiary's federal income taxes payable. Unclaimed ITCs can be
carried forward for a period of 10 years. In addition to this benefit, SR&ED
expenditures incurred by the Company's Canadian subsidiary are deductible
against taxable income. The undeducted SR&ED expenditures can be carried forward
indefinitely. A significant amount of the research and development expenses
reported on the income statement qualify as SR&ED expenditures. The Company has
elected to utilize SR&ED expenditures to reduce taxable income and its ITCs to
reduce taxes payable to nil. As a result, ITCs (ITC recoveries) in the amount of
($94,008) and $307,294 were utilized (recovered) for the three months and nine
months ended June 30, 2000, respectively to reduce taxes payable to nil. ITCs
were netted against (added to) the related capital assets and research and
development expenditures in the amount of $81,842 and ($175,850) for the three
months ended and $148,666 and $158,628 for the nine months ended June 30, 2000.
For the three months and nine months ended June 30, 1999, ITC claims of $196,066
and $571,085, respectively, were netted against research and development
expenses.
11
<PAGE>
Net Loss for the Period
Net loss for the three months and nine months ended June 30, 2000 was
$1,058,628, and $737,403, representing decreases of 3,147.6% and 602.6%,
respectively, over net income of $34,737 and $146,707 for the three months and
nine months ended June 30, 1999, respectively. Net loss, as a percentage of
sales, was 78.6% and 13.0% for the three months and nine months ended June 30,
2000, respectively, compared to net income as a percentage of sales of 2.1% and
3.2% for the three months and nine months ended June 30, 1999, respectively.
This decrease in net income was due primarily to an increase in wages and hiring
costs as a result of additional employees, increase in depreciation expense due
to significant capital expenditures and the implementation costs of the
Company's business planning software - "J.D. Edwards".
Liquidity and Capital Resources
The Company's principal source of liquidity as of June 30, 2000
consisted of $3,626,693 in cash, cash equivalents and short-term investments
compared to $4,474,174 as of September 30, 1999.
For the nine months ended June 30, 2000, net cash used in operating
activities was $625,809. The principle use of cash was an increase in accounts
receivable of $618,610, a decrease in accounts payable of $162,548, an increase
in inventories of $269,040 and increase in prepaid expenses of $57,519. The
principle source of cash was an increase of accrued liabilities of $82,008 and
an increase in deferred revenue of $760,919. Cash used in investing activities
was $1,268,258 and reflected the purchase of hardware and software tools used to
design and validate new products. Cash provided by financing activities was
$1,038,358 as a result of the exercise of stock options. The net decrease in
cash and cash equivalents after all activities was $855,709.
The Company believes that its existing cash, cash flow generated from
operations and funds available under its line of credit will be sufficient to
meet its capital, operating and research and development requirements for at
least the next 12 months. However, there can be no assurance that events in the
future will not require the Company to seek additional capital sooner or, if so
required, that such capital will be available on terms favorable or acceptable
to the Company, if at all.
12
<PAGE>
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
During the period April 1, 2000 through June 30, 2000, the
Company granted to certain employees, officers and directors of the Company
options to purchase an aggregate of 71,500 shares of Common Stock pursuant to
the Company's 2000 Employee Stock Option Plan. The following table sets forth
more specific information relating to such option grants:
<TABLE>
<CAPTION>
Number of
Optionholders Number of Options Exercise Price Expiration Date
<S> <C> <C> <C> <C>
1 20,000.00 $ 26.78 May 1, 2010
1 5,000.00 $ 26.97 May 8, 2010
3 45,000.00 $ 21.75 June 1, 2010
1 1,500.00 $ 21.19 June 9, 2010
</TABLE>
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 27: Financial Data Schedule
(b) Reports on Form 8-K
The Company did not file reports on Form 8-K during the nine
month period ended June 30, 2000.
13
<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.
V3 SEMICONDUCTOR, INC.
Date: By /s/ Tim Smart
Chief Financial Officer
14
