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 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 0-29624

                             SCNV ACQUISITION CORP.
        (Exact Name of Small Business Issuer as Specified in its Charter)

           Delaware                                     90-0194786
  (State or other Jurisdiction              (I.R.S. Employer Identification No.)
of Incorporation or Organization)

             Omer Industrial Park, P.O. Box 3026, Omer, Israel 84965
                    (Address of Principal Executive Offices)

                              (011) 972-7-690-0950
                 (Issuer's Telephone Number including area code)


--------------------------------------------------------------------------------
              (Former Name, Former Address and Former Fiscal Year,
                         If Changed Since Last Report)

Check whether the issuer:  (1) filed all reports required to be filed by section
13 or 15(d) of the  Exchange  Act during the past 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 ___


         As of May 22, 2000 there were 2,082,088 shares of the issuer's
                            Common Stock outstanding

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

Transitional Small Business Disclosure Format (check one):
Yes ___  No _X_



<PAGE>

                     SCNV ACQUISITION CORP. AND SUBSIDIARIES
                          QUARTER ENDED MARCH 31, 2000
                                   FORM 10-QSB

                                      INDEX

                                                                            Page
                                                                            ----

Part I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Consolidated Balance Sheet as of March 31, 2000
         (Unaudited).........................................................  1

         Consolidated Statements of Operations For the three and nine
         months ended March 31, 2000 and,
         1999 (Unaudited)....................................................  2

         Consolidated Statement of Changes
         in Stockholders' Equity for the nine months
         ended March 31, 2000 (Unaudited)....................................  3

         Consolidated Statements of Cash Flows For the nine months ended
         March 31, 2000 and, 1999
         (Unaudited).........................................................  4

         Notes to Unaudited Consolidated Financial Statements................  5


Item 2.  Management's Discussion and Analysis of Financial Condition
         And Results of Operations ..........................................  7

Part II. OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds........................... 14

Item 6.  Exhibits and Reports on Form 8-K.................................... 14



<PAGE>

                     SCNV ACQUISITION CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)

<TABLE>
<CAPTION>
ASSETS                                                                  March 31,
                                                                          2000
                                                                      -----------
<S>                                                                   <C>
CURRENT ASSETS
    Cash and cash equivalents                                         $    78,332
    Trade receivables                                                      18,725
    Inventory                                                              46,879
    Other receivables and prepaid expenses                                 75,111
                                                                      -----------
       Total current assets                                               219,047
                                                                      -----------

FIXED ASSETS
    Cost                                                                1,496,292
    Less - accumulated depreciation                                       207,706
                                                                      -----------
       Total fixed assets                                               1,288,586
                                                                      -----------

OTHER ASSETS                                                               20,500
                                                                      -----------
       Total assets                                                   $ 1,528,133
                                                                      ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
    Short-term borrowings                                             $   739,198
    Trade payables                                                         57,416
    Sundry payables and accrued expenses                                  289,545
                                                                      -----------
       Total current liabilities                                        1,086,159
                                                                      -----------

 LONG TERM LIABILITIES
    Long term loan                                                        200,000
    Accrued severance pay                                                 118,829
                                                                      -----------
       Total long term liabilities                                        318,829
                                                                      -----------
       Total liabilities                                                1,404,988
                                                                      -----------

SHAREHOLDERS' EQUITY
    Share capital
       Preferred stock $.01 par value, 1,000,000 shares authorized;
           none issued and outstanding                                         --
       Common stock $.01 par value, 10,000,000 shares authorized;
          2,082,088 shares issued and outstanding                          20,821
    Additional paid-in-capital                                          7,517,333
    Accumulated deficit                                                (7,415,009)
                                                                      -----------
       Total shareholders' equity                                         123,145
                                                                      -----------
       Total liabilities and shareholders' equity                     $ 1,528,133
                                                                      ===========
</TABLE>


                  The accompanying notes are an integral part
                      of this consolidated balance sheet.

                                        1

<PAGE>

                     SCNV ACQUISITION CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                     For the three months ended        For the nine months ended
                                                              March 31,                         March 31,
                                                       2000             1999            2000              1999
                                                   -----------      -----------      -----------      -----------
<S>                                                <C>              <C>              <C>              <C>
  REVENUES

    Sales                                          $    54,286      $    43,905      $   135,877      $    51,070
    Contract services                                       --               --               --            1,869
                                                   -----------      -----------      -----------      -----------
         Total revenues                                 54,286           43,905          135,877           52,939
                                                   -----------      -----------      -----------      -----------

COSTS AND EXPENSES

    Research and development costs                 $   186,848      $   215,587      $   629,580      $   517,655
    Cost of merchandise purchased                       41,958           37,930           94,845           45,073
    Cost of contract services performed
         by subcontractors                                  --               --               --            9,868
    Marketing expenses                                 128,443          167,206          368,979          167,121
    General and administrative expenses                193,443          144,426          667,477          439,375
                                                   -----------      -----------      -----------      -----------
         Total costs and expenses                      550,693          565,149        1,760,882        1,179,092
                                                   -----------      -----------      -----------      -----------

         Loss before one-time charge                  (496,407)        (416,776)      (1,625,005)      (1,126,153)

    One-time charge of acquired research
         and development in process                         --               --               --       (3,772,054)
                                                   -----------      -----------      -----------      -----------

         Operating Loss                               (496,407)        (416,776)      (1,625,005)      (4,898,207)

FINANCING INCOME  (EXPENSES) NET                       (38,408)          19,615          (49,742)          78,998

LOSS ON SALE OF FIXED ASSETS                                --               --               --             (836)
                                                   -----------      -----------      -----------      -----------

         Net loss                                  $  (534,815)     $  (397,161)     $(1,674,747)     $(4,820,045)
                                                   ===========      ===========      ===========      ===========

Net loss per common share                          $     (0.26)     $     (0.19)     $     (0.80)     $     (2.32)
                                                   ===========      ===========      ===========      ===========
Weighted average number of common
         shares outstanding, basic and diluted       2,082,088        2,082,088        2,082,088        2,082,088
                                                   ===========      ===========      ===========      ===========
</TABLE>


                   The accompanying notes are an integral part
                      of this consolidated balance sheet.

                                        2

<PAGE>

                     SCNV ACQUISITION CORP. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENT OF CHANGES
                             IN SHAREHOLDERS' EQUITY
                                   (Unaudited)


<TABLE>
<CAPTION>
                                   Number of        Share        Additional      Accumulated
                                    Shares         Capital     Paid-In-Capital     Deficit           Total
                                 -----------     -----------     -----------     -----------      -----------
<S>                                <C>           <C>             <C>              <C>             <C>
Balance as of July 1, 1999         2,082,088     $    20,821     $ 7,517,333      (5,740,262)     $ 1,797,892

Net Loss                                  --              --              --      (1,674,747)      (1,674,747)
                                 -----------     -----------     -----------     -----------      -----------

Balance as of March 31, 2000       2,082,088     $    20,821     $ 7,517,333     $(7,415,009)     $   123,145
                                 ===========     ===========     ===========     ===========      ===========
</TABLE>


                   The accompanying notes are an integral part
                      of this consolidated balance sheet.


                                        3

<PAGE>

                     SCNV ACQUISITION CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                   For the nine      For the nine
                                                                                   months ended      months ended
                                                                                     March 31,         March 31,
                                                                                        2000             1999
                                                                                    -----------      -----------
<S>                                                                                 <C>              <C>
CASH FLOW FROM OPERATING ACTIVITIES
     Net loss                                                                       $(1,674,747)     $(4,820,045)
     Adjustments to reconcile net loss to net cash used in operating activities        (203,769)       3,873,430
                                                                                    -----------      -----------
         Net cash used in operating activities                                       (1,878,516)        (946,615)
                                                                                    -----------      -----------

CASH FLOW FROM INVESTING ACTIVITIES
     Acquisition of subsidiary, net of cash acquired                                         --          (49,699)
     Investment in fixed assets                                                        (282,780)        (385,753)
     Short-term investments, net                                                      1,127,166       (1,120,123)
     Investment in other assets                                                              --          (30,000)
     Proceeds from sale of fixed assets                                                      --           12,680
                                                                                    -----------      -----------
         Net cash provide (used) in investing activities                                844,386       (1,572,895)
                                                                                    -----------      -----------

CASH FLOW FROM FINANCING ACTIVITIES
     Share capital issuance                                                                  --        4,657,282
     Short term borowings, net                                                          587,300         (743,132)
                                                                                    -----------      -----------
         Net cash provided by financing activities                                      587,300        3,914,150
                                                                                    -----------      -----------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                       (446,830)       1,394,640
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD                                    525,162               --
                                                                                    -----------      -----------
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD                                      $    78,332      $ 1,394,640
                                                                                    ===========      ===========

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED
     IN OPERATING ACTIVITIES
     Items not involving cash flows:
         Depreciation                                                               $    51,597      $    24,639
         Severance pay                                                                    4,500           77,918
         Loss on sale of fixed assets                                                        --              836
         Acquired research and development in process                                        --        3,772,054
     Changes in operating assets and liabilities:
         Decrease (increase) in receivable and prepaid expenses                          30,384          375,213
         Increase in Inventory                                                          (16,284)         (20,090)
         Increase (decrease) in payables and accrued expenses                          (273,965)        (357,140)
                                                                                    -----------      -----------
                                                                                    $  (203,769)     $ 3,873,430
                                                                                    ===========      ===========


NON-CASH INVESTING AND FINANCING ACTIVITIES
         Fair value of acquired assets and research and development in process      $        --      $ 3,994,649
         Less - liabilities assumed                                                          --       (1,067,369)
         Less - shares issued as consideration for acquisition of subsidiary                 --       (2,873,280)
                                                                                    -----------      -----------
         Cash paid                                                                           --           54,000
         Less cash acquired                                                                  --           (4,301)
                                                                                    -----------      -----------
                                                                                    $        --      $    49,699
                                                                                    ===========      ===========
</TABLE>


                   The accompanying notes are an integral part
                      of this consolidated balance sheet.


                                        4

<PAGE>

                     SCNV ACQUISITION CORP. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

General

The financial statements as of and for the three and nine months ended March 31,
2000  and  1999  are  unaudited;  however  in  the  opinion  of  management  all
adjustments  (consisting solely of normal recurring adjustments) necessary for a
fair presentation of the financial  statements for the interim periods have been
made. The financial  statements  have been prepared in a manner  consistent with
the 10-KSB filed for the fiscal years ended June 30, 1999 and 1998 and should be
read in connection with those financial statements.  The unaudited  consolidated
statement  of  operations  is  not  necessarily  indicative  of the  results  of
operations for future periods.

Business

SCNV Acquisition Corp. (the "Company") was organized under the laws of the State
of Delaware on May 19, 1997 to acquire Solmecs  Corporation  N.V. and its wholly
owned subsidiary  Solmecs (Israel) Ltd.  ("Solmecs") and to select,  develop and
commercially exploit proprietary technologies, in various stages of development,
invented  primarily by scientists  who have recently  immigrated to Israel from,
and by scientists and  institutions in, Russia and other countries that formerly
comprised the Soviet Union.

Initial Public Offering

On July 8, 1998 the Company  consummated an Initial Public Offering (the "Public
Offering") in which  1,041,044  Units,  comprised of 1,041,044  shares of Common
Stock and 1,041,044 redeemable Common Stock purchase warrants ("Warrants"), were
sold to the  public at $5.75 per  Unit.  Each  Warrant  entitles  the  holder to
purchase one share of Common Stock at a price of $7.50, subject to adjustment in
certain  circumstances,  at any time until June 28, 2003.  The net proceeds from
the Public Offering were approximately $4,600,000.

In  addition,  the Company  sold to the  Underwriter  for an  aggregate of $104,
warrants to purchase an additional 104,104 Units at an exercise price of 120% of
the IPO price per Unit ($6.90)  ("Underwriter's  Warrants").  The  Underwriter's
Warrants are exercisable at any time until June 28, 2003.

Acquisition of Solmecs

Simultaneously with the consummation of the Public Offering the Company acquired
all of the issued and outstanding  capital stock of Solmecs (the  "Acquisition")
in  consideration  for 499,701  shares of the  Company's  common stock issued to
Bayou International Ltd. ("Bayou"),  the parent of Solmecs.  The Acquisition has
been  accounted for as a purchase.  The excess of purchase price over fair value
of assets  acquired  of  $3,772,054  was  reflected  as  acquired  research  and
development  in  process  and  fully  expensed  at the date of the  Acquisition.
Solmecs,   the  operations  of  which  are  located  in  Israel,   owns  certain
technologies  developed  by it in the past.  The  technologies  of  Solmecs  and
certain  offshoots of such technologies are in various stages of

                                       5

<PAGE>

development and include  technologies  that have begun to be  commercialized  as
well  as   technologies   that  the   Company   believes   will  be  ready   for
commercialization in the near future.

Acquisition of Elecmatec

On May 18,  1999,  the  Company  acquired  approximately  90%,  of which 35% was
purchased from a related party, of Elecmatec Electro-Magnetic  Technologies Ltd.
("Elecmatec"),  an Israeli company, for approximately $150,000, of which $50,000
was paid to existing stockholders and $100,000 was invested in Elecmatec equity.
In addition, the Company may pay up to $150,000 under certain circumstances. The
acquisition  has been accounted for as a purchase.  The excess of purchase price
over fair value of assets  acquired of  approximately  $288,000 was reflected as
acquired  research and  development in process and fully expensed at the date of
the acquisition.

Going Concern

The Company has incurred substantial operating losses and at March 31, 2000, has
an  accumulated  deficit  of  approximately  $7,415,000.   The  Company  is  not
generating  sufficient  revenues from its  operations to fund its activities and
anticipates  that it will continue to incur losses for some time. The Company is
continuing  its  efforts  in  research  and   development   which  will  require
substantial additional expenditures.  As such, the Company's ability to continue
as a going concern is dependent  upon its ability to raise  resources to finance
its operations.  This fact raises  substantial doubt about the Company's ability
to continue as a going concern.  The  accompanying  financial  statements do not
include any adjustments  relative to the  recoverability  and  classification of
recorded  assets  accounts  and  classification  of  liabilities  that  might be
necessary should the Company be unable to continue as a going concern.

The Company will attempt to finance its operations and capital  expenditures  by
receiving   additional  credit  lines  and  bank  loans.  The  Company  is  also
negotiating with potential investors/partners who would provide bridge financing
until the  Company  will begin to produce  and sell its  products.  However,  no
arrangements  for such credit lines,  bank lines or financings were entered into
as of May 22,  2000 and no  assurances  can be given that any such  arrangements
will be entered into. If no such  arrangements are made, the Company will likely
be required  to suspend  operations.

A loan in the amount of $500,000 has been  received  from a third party on March
26,  2000,  repayable in March 2001.  The loan bears an interest  rate of 6% per
year. This loan was received in connection  with a proposed equity  financing of
subsidiaires  of the Company by the lender.  The lender has informed the Company
and the subsidiaries  that it will not proceed with such equity  financing.  The
Company and the lender are negotiating a possible additional loan. No assurances
can be given that such additional loan will be made.

                                        6

<PAGE>


Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Safe Harbor  Statement  Under the Private  Securities  Litigation  Reform Act of
1995:  The Private  Securities  Litigation  Reform Act of 1995  provides a "safe
harbor" for forward-looking  statements.  Certain  information  included in this
Report contains statements that are forward-looking, such as statements relating
to plans for future activities.  Such forward-looking information involves known
and unknown  risks,  uncertainties  and other factors which may cause the actual
results,  performance or achievements of the Company to be materially  different
from any future  results,  performance or  achievements  expressed or implied by
such  forward-looking  statements  made by or on  behalf of the  Company.  These
risks, uncertainties and factors include, but are not limited to, those relating
to the Company's ability to continue as a going concern, uncertainties regarding
the Company's  growth  strategy,  uncertainty of the  availability of additional
financing,   uncertainties  regarding  the  Company's  ability  to  fulfill  its
commitments  under the  acquisition  agreement  relating to a subsidiary  and to
commercialize the technology of such subsidiary,  the ability to hire and retain
key personnel,  uncertainty of  feasibility  of the Company's  technologies  and
product   development,   uncertainty  of  market  acceptance  of  the  Company's
technologies,   relationships  with  and  dependence  on  third-party  equipment
manufacturers and suppliers, uncertainties relating to government and regulatory
policies and other  political  risks and other risks  detailed in the  Company's
filings  with the  Securities  and  Exchange  Commission.  The words  "believe",
"expect",  "anticipate",  "intend" and "plan" 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 the statement
was made.

General

The  Company  was  organized  in May 1997 to select,  develop  and  commercially
exploit  proprietary  technologies,  in various stages of development,  invented
primarily by  scientists  who have recently  immigrated  to Israel from,  and by
scientists  and  institutions  in,  Russia  and other  countries  that  formerly
comprised the Soviet Union.  Since its  inception,  the Company has been engaged
principally in organizational activities,  including developing a business plan,
matters  directly  related to the Public Offering and the acquisition of Solmecs
and the acquisition of identified  technologies or manufacturing  facilities for
certain technologies for further development, production and commercialization.

The  Company  is  actively   engaged  in  the  commercial   development  of  two
technologies  previously  identified by Solmecs,  namely (i) advanced  bi-facial
photovoltaic  panels and (ii) monocrystals of silicon. In November 1998, Solmecs
acquired materials,  equipment and engineering  services in order to establish a
manufacturing  facility  in Israel for both  one-sided  and  advanced  bi-facial
photovoltaic  panels.  The  Company  anticipates  that a  commercial  production
facility  will be  completed  by the end of 2000.  The  Company,  however,  will
require additional funds, not currently available to the Company, to operate the
production  facility and acquire raw materials for the  production of commercial
quantities.  If the Company is able to obtain such additional funds, on a timely
basis, it anticipates commercial production of photovoltaic panels

                                        7

<PAGE>

during the 2000 fiscal year.  During the 1999 fiscal year, the Company  received
limited  purchase  orders for  photovoltaic  panels,  which  were  filled by the
Company through its distribution arrangement with a Russian manufacturer.

Also in November 1998, Solmecs acquired equipment to be used in three production
facilities currently being set up for growing silicon  monocrystals.  Two of the
facilities are in operational  conditions and are dedicated to tests  production
of standard size silicon  monocrystals  with the qualities  necessary for use in
both  sophisticated  electronics and  photovoltaics.  The third facility will be
modified for  experimental  production of silicon  monocrystals  utilizing LMMHD
technology.  The Company did not produce  any  commercial  silicon  monocrystals
during the 1999 fiscal  year..  The Company,  however,  will require  additional
funds,  not  currently  available  to the  Company,  to operate  the  production
facilities  and  acquire  the raw  materials  necessary  to  produce  commercial
quantities.  If the  Company  is able to obtain  additional  funds,  on a timely
basis,   it   anticipates   commercial   production  of  standard  size  silicon
monocrystals by mid-2000.  Development of LMMHD enhanced  silicon  monocrystals,
however,  is still in the  preliminary  testing  stage and the Company  does not
anticipate  that this  technology will be ready for production of prototypes for
at least one year,  and for production of commercial  monocrystals  for at least
two years.  Further  development of this technology will also require additional
funds not currently available to the Company.

In February 1999, the Company acquired  world-wide rights (except for Israel) to
develop,  produce, market and distribute advanced electronic pocket dictionaries
manufactured by an Israeli company.  During fiscal 1999, the Company had limited
sales of the  Hebrew/English  and  Russian/English  dictionaries  in the  United
States.  The Company is now  focusing on the  development  of a  Spanish/English
dictionary  which is expected  to be ready for  commercial  production  in early
2000. The Company is negotiating promotional and marketing arrangements with two
marketing and  distribution  companies for  promotion  and  distribution  of the
dictionaries.

In May 1999, the Company  acquired a 90.4% interest in Elecmatec,  which employs
"micro-gravity"  conditions to the production of alloys for use in production of
metal  based  products  such as engine  bearings  for the  automotive  industry.
Elecmatec  has  completed  the  development  and  preliminary   testing  of  its
manufacturing process. A third party has commenced construction of a facility in
Kiryat Gat, Israel, which it will lease to Elecmatec for the production of metal
alloys.  Construction  of such facility is dependent upon Elecmatec  meeting its
obligation  to provide  certain  financing  which,  in turn, is dependent on the
Company providing certain financing to Elecmatec.  If such financing is obtained
on a timely  basis,  it is  anticipated  that the  production  facility  will be
completed and  operational  for production of commercial  quantities of alloy by
the end of 2000.

Completion of the research,  development and  commercialization of the Company's
technologies  or any potential  application  of such  technologies  will require
significant   additional   effort,   resources  and  time,   including   funding
substantially  greater than the proceeds  otherwise  currently  available to the
Company.  Such research and  development  efforts  remain  subject to all of the
risks  associated  with the  development  of new products  based on emerging and
innovative technologies,  including, without limitation, unanticipated technical
or other  problems  and the

                                        8

<PAGE>

possible  insufficiency  of the funds  allocated to complete  such  development,
which could result in delay of research or development or substantial  change or
abandonment of research and development activities.

To date, the Company has not generated  significant revenues from its marketable
products.  The Company does not expect to generate any meaningful revenues until
such time, if ever, as it  successfully  produces,  markets and  distributes its
commercial products on a broad scale or until it successfully  commercializes or
sells  proprietary  rights  relating  to one or  more of  Solmecs'  technologies
currently in development.

The Company has incurred substantial operating losses and at March 31, 2000, has
an accumulated deficit of approximately $7,415,000. The Company anticipates that
it will continue to incur losses for some time.  The Company is  continuing  its
efforts in research and development  which will require  substantial  additional
expenditures.  As such,  the  Company  is  dependent  upon its  ability to raise
resources to finance  operations.  This fact raises  substantial  doubt that the
Company's ability to continue as a going concern.

The Company will attempt to finance its operations and capital  expenditures  by
receiving   additional  credit  lines  and  bank  loans.  The  Company  is  also
negotiating with potential investors/partners who would provide bridge financing
until the  Company  will begin to produce  and sell its  products.  However,  no
arrangements  for such credit lines,  bank lines or financings were entered into
as of May 22,  2000 and no  assurances  can be given that any such  arrangements
will be entered into. If no such  arrangements are made, the Company will likely
be required to suspend operations.

A loan in the amount of $500,000 has been  received  from a third party on March
26,  2000,  repayable in March 2001.  The loan bears an interest  rate of 6% per
year. This loan was received in connection  with a proposed equity  financing of
subsidiaries  of the Company by the lender.  The lender has informed the Company
and the subsidiaires  that it will not proceed with such equity  financing.  The
Company and the lender are negotiating a possible additional loan. No assurances
can be given that such additional loan will be made.

Results of Operations

The consolidated  statement of operations and other financial and operating data
for the three and nine month  periods  ended March 31, 1999 and 2000 are derived
from the  unaudited  financial  statements  of the  Company  included  elsewhere
herein.

                                        9

<PAGE>

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

     Sales. Sales increased to $54,286 for the three months ended March 31, 2000
as compared to $43,905 for the three months  ended March 31, 1999.  The increase
was attributable to sales of silicon ingots (silicon cylinders,  150mm diameter,
700mm long from which are sliced waffers (disks)).

     Contract Services. There were no contract services performed by the Company
for the three months ended March 31, 2000.

     Total  Revenues.  Total  revenues  increased  by $10,381 to $54,286 for the
three months ended March 31, 2000 compared to $43,905 for the three months ended
March 31,  1999.  The  increase  is  attributable  to the  increase  in sales of
products stated herein.

     Research and Development Costs. Research and development costs decreased by
$28,739  or 13% to  $186,848  for the three  months  ended  March 31,  2000,  as
compared to $215,587 for the three months ended  March31,  1999. The decrease is
mainly  due  to  the  completion  of  development  of  the  new  English-Spanish
electronic pocket dictionary.

     Cost of Merchandise Purchased.  Costs of merchandise purchased increased by
$4,028 to $41,958  for the three  months  ended March 31,  2000,  as compared to
$37,930 for the three months ended March 31, 1999. The increase is  attributable
to the increase in sales.

     Marketing  Expenses.  Marketing  expenses  increased by $88,485 or 221%, to
$128,443 for the three  months ended March 31, 2000,  as compared to $39,958 for
the three months ended March 31, 1999.  This increase is primarily  attributable
to marketing trips to promote Solmecs' and Elecmatec's products abroad.

     General and Administrative  Expenses.  General and administrative  expenses
increased  by $26,237 or 16%, to $193,443  for the three  months ended March 31,
2000,  as compared to $167,206 for the three  months ended March 31, 1999.  This
increase is primarily  attributable  to the costs and expenses  associated  with
seeking and negotiating with prospective third party investors.

     Operating  Loss.  Operating  loss  increased by $79,631 to $496,407 for the
three months ended March 31, 2000,  as compared to $416,776 for the three months
ended March 31, 1999. The increase in operating  loss is primarily  attributable
to the aforementioned increase in expenses.

     Financing  Income(Expenses),Net.  Financing  expenses  were $38,408 for the
three months ended March 31,  2000,  as compared to financing  income of $19,615
for the three  months  ended March 31,  1999,  primarily as a result of interest
paid by the Company on borowings  in 2000 as compared to interest  earned by the
Company on deposits in 1999.

     Net Loss and Net Loss Per Share. As a result of the foregoing, net loss was
$534,815  ($0.26 per share) for the three months ended March 2000 as compared to
$397,161 ($0.19 per share) for the three months ended March 31, 1999.

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<PAGE>

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

     Sales. Sales increased to $135,877 for the nine months ended March 31, 2000
as compared to $51,070 for the nine months  ended March 31,  1999.  The increase
was  attributable  to sales of  photovoltaic  panels,  silicon  ingots  (silicon
cylinders, 150mm diameter, 700mm long from which are sliced waffers (disks), and
sales of electronic pocket dictionaries in the United States.

     Contract Services. There were no contract services performed by the Company
for the nine months ended March 31, 2000.

     Total  Revenues.  Total  revenues  increased by $82,938 to $135,877 for the
nine months  ended March 31, 2000  compared to $52,939 for the nine months ended
March 31,  1999.  The  increase  is  attributable  to the  increase  in sales of
products stated herein.

     Research  and  Development  Costs.   Research  and  development  and  costs
increased  by $111,925 or 22% to  $629,580  for the nine months  ended March 31,
2000,  as compared to $517,655  for the nine months  ended March 31,  1999.  The
increase is mainly due to the development of the new English-Spanish  electronic
pocket  dictionary  and to the  addition of  qualified  personal for the silicon
plant.

     Cost of Merchandise Purchased.  Costs of merchandise purchased increased by
$49,772 to $94,845 for the nine  months  ended  March 31,  2000,  as compared to
$45,073 for the nine months ended March 31, 1999.  The increase is  attributable
to the increase in sales of photovoltaic  panels,  silicon ingots and electronic
pocket dictionaries.

     Marketing  Expenses.  Marketing  expenses increased by $201,858 or 121%, to
$368,979 for the nine months  ended March 31, 2000,  as compared to $167,121 for
the nine months ended March 31, 1999. This increase is primarily attributable to
marketing trips to promote Solmecs' and Elecmatec's products abroad.

     General and Administrative  Expenses.  General and administrative  expenses
increased  by $228,102 or 52%, to $667,477  for the nine months  ended March 31,
2000,  as compared to $439,375 for the nine months  ended March 31,  1999.  This
increase is primarily attributable to the costs and expenses due to the addition
of a new subsidiary-Elecmatec and the costs and expenses associated with seeking
and negotiating with prospective third party investors.

     One-Time  Charge of  Acquired  Research  and  Development  In-Process.  The
acquisition  of Solmecs by the Company has been  accounted for as a purchase and
the excess  purchase price over fair value of assets  acquired of $3,772,054 has
been  reflected in the Company's  consolidated  statement of operations  for the
nine month period ended March 31, 1999 as acquired  research and  development in
process. The Company has recorded a one-time charge for the write-off in full of
such research and development in process as of the date of the Acquisition.

     Operating  Loss.  Operating  Loss decreased by $3,273,202 to $1,625,005 for
the nine months ended March 31,  2000,  as compared to  $4,898,207  for the nine
months  ended  March  31,  1999.  The  decrease  in  operating  loss  is  solely
attributable to the aforementioned.

                                       11

<PAGE>

     Financing  Income(Expenses),  Net.  Financing expenses were $49,742 for the
nine months ended March 31, 2000, as compared to financing income of $78,998 for
the nine months ended March 31, 1999,  primarily as a result of interest paid by
the Company on bank loans in 2000 as compared to interest  earned by the Company
on deposits in 1999.

     Net Loss and Net Loss Per Share. As a result of the foregoing, net loss was
$1,674,747($0.80 per share) for the nine months  ended March 2000 as compared to
$4,820,045 ($2.32 per share) for the nine months ended March 31, 1999.

Liquidity and Capital Resources

At March 31,  2000,  the  Company  had a working  capital  deficit of  $867,112,
shareholders' equity of $123,145 and an accumulated deficit of $7,415,009.

In May  1999,  the  Company  acquired  a  90.4%  interest  in  Elecmatec  for an
acquisition  price of  $150,000.  In  addition,  the  Company  has agreed to pay
$150,000 to current shareholders of Elecmatec,  on a sliding-scale basis, in the
event  Elecmatec  obtains  third-party  debt or  equity  financing  of at  least
$500,000.  The Company is also  required,  under certain  circumstances,  to pay
former  shareholders  of  Elecmatec an amount  equal to 10% of  Elecmatec's  net
income, up to an aggregate payment of $360,000.

The Company's capital requirements will be significant. The Company is dependent
upon the remaining  proceeds of the Public Offering to finance the operations of
the Company,  including the costs of market  research and marketing  activities,
continued   research  and  development   efforts,   establishing   manufacturing
capabilities and the acquisition of intellectual property rights.  Completion of
the commercialization of the Company's technologies or any potential application
of such technologies including, without limitation, the technology of Elecmatec,
will require significant additional effort, resources and time including funding
substantially  greater  than the  remaining  proceeds of the Public  Offering or
otherwise currently available to the Company.  Moreover,  the remaining proceeds
of the Public Offering will be  insufficient to satisfy the scheduled  projects,
requiring the Company to seek additional  financing.  The Company has no current
arrangements with respect to, or sources of, additional financing, and it is not
anticipated that existing shareholders will provide any portion of the Company's
future  financing  requirements.  There  can  be no  assurance  that  additional
financing  will  be  available  to the  Company  when  needed,  on  commercially
reasonable terms, or at all.

Inflation

In recent years, until 1997, inflation in Israel has exceeded the devaluation of
the NIS against the dollar.  The rate of  inflation in Israel for the years 1995
and 1996,  was 8.1% and 10.6%,  respectively,  while the  devaluation of the NIS
against  the dollar  was 3.9% and 3.7%,  respectively.  This trend was  reversed
during the years 1997 and 1998,  as the rate of inflation in Israel was 7.0% and
8.6%, respectively,  while the rate of devaluation of the NIS against the dollar
was 8.8% and  17.6%,  respectively.  In the  first six  months  of 1999,  Israel
experienced deflation at the rate of .37% as well as a devaluation of the dollar
against the NIS at the rate of 2%.

                                       12

<PAGE>

Israel's economy has been subject to numerous destabilizing factors, including a
period of rampant  inflation in the early to  mid-1980's,  low foreign  exchange
reserves,  fluctuations in world commodity prices,  military conflicts and civil
unrest. In response to these problems,  the Israeli Government has intervened in
various  sectors  of the  economy,  employing,  among  other  means,  fiscal and
monetary policies,  import duties, foreign currency restrictions and controls of
wages,  prices and foreign  currency  exchange  rates.  The  Israeli  Government
frequently has changed its policies in all these areas.

Year 2000

The Company has evaluated and updated its Information  Technology ("IT") systems
to ensure that it will have the capability to manage and manipulate  data in the
year 2000 and beyond. The Company's IT systems are substantially  compliant with
Year 2000  requirements  and no problems  have been  recorded up to date.  Costs
incurred by the Company to date to implement its plans have not been material

                                       13

<PAGE>

PART II - OTHER INFORMATION

Item 2. Changes in Securities and Use of Proceeds

(d)  On July 8, 1998 the Company  consummated  its initial public  offering (the
     "Public Offering")  contemplated by its Registration Statement on Form SB-2
     (file no.  333-43955)  which was declared  effective by the  Securities and
     Exchange  Commission  on June 29,  1998.  A total of  1,197,200  Units were
     registered  for sale by the Company to the public and 1,041,444  Units were
     sold to the public for gross proceeds of $5,986,003. Each Unit consisted of
     one share of common  stock,  $.01 par value per share,  of the Company (the
     "Common  Stock") and one Class A redeemable  Common Stock purchase  warrant
     (the "Warrants").  The Common Stock and Warrants included in the Units were
     registered  in the Public  Offering and became  detachable  and  separately
     transferable  from the Units on September 29, 1998. In addition,  1,041,044
     shares  of  Common  Stock  issuable  upon  exercise  of the  Warrants  were
     registered. The Warrants are exercisable between June 29, 1999 and June 28,
     2003.  In addition,  104,104  Units were  registered  pursuant to an option
     granted to the Underwriter of the Public Offering.

     Net proceeds from the Offering were  approximately  $4,600,000.  On July 8,
     1998 (the closing date of the Offering) the Company  applied  approximately
     $391,000 of net proceeds toward the repayment of indebtedness of Solmecs to
     a  stockholder  of the  Company.  The  Company  also  repaid  approximately
     $110,000  owed to such  stockholder  for monies  advanced for  pre-offering
     expenses.  As of March 31,  2000 the Company has applied the balance of net
     proceeds from the Offering as follows: (i) approximately $460,000 to market
     research  and  marketing  activities;   (ii)  approximately  $1,200,000  to
     research and development; (iii) approximately $60,000 to the repayment of a
     short term, non interest  bearing loan incurred after March 31, 1998;  (iv)
     approximately  $182,000 to repayment of an existing  credit line  facility,
     approximately $90,000 of which was incurred after March 31, 1998, and which
     allows for future borrowing by the Company;  (v)  approximately  $1,496,000
     for the  purchase  of  equipment  and  machinery;  and  (vi)  approximately
     $1,200,000 to working capital and general corporate purposes.

     On July 8,  1998,  contemporaneous  with  the  consummation  of the  Public
     Offering, the Company acquired, in a tax free stock-for-stock  transaction,
     all of the  issued and  outstanding  capital  stock of Solmecs  Corporation
     N.V.,  a  Netherlands  Antilles  company  and its  wholly-owned  subsidiary
     Solmecs (Israel) Ltd. from Bayou International Ltd. ("Bayou") and issued to
     Bayou 499,701 shares of unregistered Common Stock of the Company.

Item 6. Exhibits and Reports on Form 8-K

     (a)  Exhibits

          Exhibit 27 - Financial Data Schedule

                                       14

<PAGE>

     (b)  Reports on Form 8-K

          No reports on Form 8-K were filed by the Company during the nine month
          period ended March 31, 2000.


                                       15

<PAGE>

                     SCNV ACQUISITION CORP. AND SUBSIDIARIES

                                   SIGNATURES



          In  accordance  with  the   requirements  of  the  Exchange  Act,  the
          registrant  caused  this  report  to be  signed  on its  behalf by the
          undersigned, thereunto duly authorized on the 22nd day of May 2000.



                                SCNV ACQUISITION CORP.
                                (Registrant)


                                /s/  Herman Branover
                                -------------------------------------
                                Professor Herman Branover
                                President and Chief Executive Officer


                                /s/  Jacline Bavli
                                -------------------------------------
                                Jacline Bavli
                                Chief Financial Officer


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