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 DECEMBER 31, 1999

__ 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 February 14, 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 DECEMBER 31, 1999
                                   FORM 10-QSB

                                      INDEX

                                                                            Page
                                                                            ----
Part I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Consolidated Balance Sheet as of December 31, 1999
         (Unaudited) ......................................................  1

         Consolidated Statements of Operations
         For the three and six months ended December 31, 1999 and,
         1998 (Unaudited) .................................................  2

         Consolidated Statement of Changes
         in Stockholders' Equity for the six months
         ended December 31, 1999 (Unaudited)...............................  3

         Consolidated  Statements  of Cash Flows For the six  months
         ended December 31, 1999 and, 1998
         (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                                                               December, 31
                                                                          1999
                                                                      ------------
<S>                                                                   <C>
CURRENT ASSETS
    Cash and cash equivalents                                         $   106,323
    Trade receivables                                                      10,476
    Inventory                                                              48,472
    Other receivables and prepaid expenses                                147,855
                                                                      -----------
       Total current assets                                               313,126
                                                                      -----------

FIXED ASSETS
    Cost                                                                1,480,827
    Less - accumulated depreciation                                       188,798
                                                                      -----------
       Total fixed assets                                               1,292,029

OTHER ASSETS                                                               22,000
                                                                      -----------
       Total assets                                                   $ 1,627,155
                                                                      ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
    Short-term borrowings                                             $   291,570
    Trade payables                                                         58,375
    Sundry payables and accrued expenses                                  296,384
                                                                      -----------
       Total current liabilities                                          646,329
                                                                      -----------

 LONG TERM LIABILITIES
    Long term loan                                                        200,000
    Accrued severance pay                                                 122,866
                                                                      -----------
       Total long term liabilities                                        322,866
                                                                      -----------
       Total liabilities                                                  969,195
                                                                      -----------

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                                                (6,880,194)
                                                                      -----------
       Total shareholders' equity                                         657,960
                                                                      -----------
       Total liabilities and shareholders' equity                     $ 1,627,155
                                                                      ===========
</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 six months ended
                                                                       December 31,                             December 31,
                                                                  1999                 1998               1999               1998
                                                                  ----                 ----               ----               ----
<S>                                                            <C>                <C>                <C>                <C>
  REVENUES

    Sales                                                      $    32,400        $     6,976        $    81,591        $     7,165
    Contract services                                                   --              9,607                 --             10,291
                                                               -----------        -----------        -----------        -----------
        Total revenues                                              32,400             16,583             81,591             17,456
                                                               -----------        -----------        -----------        -----------

COSTS AND EXPENSES

    Research and development costs                             $   239,339        $   165,965        $   442,732        $   310,490
    Cost of merchandise purchased                                    6,586              6,975             52,887              7,143
    Cost of contract services performed
        by subcontractors                                               --              9,188                 --              9,868
    Marketing expenses                                             149,838             59,490            240,536            127,163
    General and administrative expenses                            200,912            144,426            474,034            272,169
                                                               -----------        -----------        -----------        -----------
        Total costs and expenses                                   596,675            386,044          1,210,189            726,833
                                                               -----------        -----------        -----------        -----------

        Loss before one-time charge                                     --           (369,461)                --           (709,377)

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

        Operating Loss                                            (564,275)          (369,461)        (1,128,598)        (4,481,431)

FINANCING INCOME  (EXPENSES), NET                                  (22,230)            36,775            (11,334)            59,383

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

        Net loss                                               $  (586,505)       $  (333,522)       $(1,139,932)       $(4,422,884)
                                                               ===========        ===========        ===========        ===========

Net loss per common share, basic and diluted                   $     (0.28)       $     (0.16)       $     (0.55)       $     (2.12)
                                                               ===========        ===========        ===========        ===========
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 these consolidated financial
statements.



                                       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                                                --                --                --        (1,139,932)        (1,139,932)
                                               -----------       -----------       -----------       -----------        -----------

Balance as of December 31, 1999                  2,082,088       $    20,821       $ 7,517,333       $(6,880,194)       $   657,960
                                               ===========       ===========       ===========       ===========        ===========
</TABLE>


     The accompanying notes are an integral part of this consolidated  financial
statement.


                                       3
<PAGE>



                    SCNV ACQUISITION CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                   For the six          For the six
                                                                                                   months ended         months ended
                                                                                                   December 31,         December 31,
                                                                                                      1999                  1998
                                                                                                   -----------          ------------
<S>                                                                                                <C>                  <C>
CASH FLOW FROM OPERATING ACTIVITIES
     Net loss                                                                                      $(1,139,932)         $(4,422,884)
     Adjustments to reconcile net loss to net cash used in operating activities                       (278,430)           3,918,230
                                                                                                   -----------          -----------
         Net cash used in operating activities                                                      (1,418,362)            (504,654)
                                                                                                   -----------          -----------

CASH FLOW FROM INVESTING ACTIVITIES
     Acquisition of subsidiary, net of cash acquired                                                        --              (49,699)
     Investment in fixed assets                                                                       (267,315)            (150,292)
     Short-term investments, net                                                                     1,127,166             (513,157)
     Proceeds from sale of fixed assets                                                                     --               12,680
                                                                                                   -----------          -----------
         Net cash provided by (used in)  investing activities                                          859,851             (700,468)
                                                                                                   -----------          -----------

CASH FLOW FROM FINANCING ACTIVITIES
     Share capital issuance                                                                                 --            4,657,282
     Short term borowings, net                                                                         139,672             (743,132)
                                                                                                   -----------          -----------
         Net cash provided by financing activities                                                     139,672            3,914,150
                                                                                                   -----------          -----------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                                      (418,839)           2,709,028
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD                                                   525,162                   --
                                                                                                   -----------          -----------
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD                                                     $   106,323          $ 2,709,028
                                                                                                   ===========          ===========

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED
     IN OPERATING ACTIVITIES
     Items not involving cash flows:
         Depreciation                                                                              $    31,189          $    15,817
         Severance pay                                                                                   8,537               74,836
         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                                        (34,112)             529,888
         Increase in Inventory                                                                         (17,877)             (20,090)
         Increase (decrease) in payables and accrued expenses                                         (266,167)            (455,111)
                                                                                                   -----------          -----------
                                                                                                   $  (278,430)         $ 3,918,230
                                                                                                   ===========          ===========

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  financial
statement.


                                       4
<PAGE>


                     SCNV ACQUISITION CORP. AND SUBSIDIARIES

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


General

The financial  statements as of and for the three and six months ended  December
31,  1999 and 1998 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



                                       5
<PAGE>

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 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 December 31, 1999,
has an  accumulated  deficit of  approximately  $6,880,000.  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 plans to finance its operations and capital expenditure 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.



                                       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 early 2000.  The Company,  however,  will require
additional  funds,  not  currently  available  to the  Company,  to operate  the
production  facility and acquire raw



                                       7
<PAGE>

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 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  nearing  completion  and will be  dedicated  to  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 expects to have the two production facilities completed
by early  2000.  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.

The Company further  intends to offer its  engineering  services to industry and
research  institutions in the fields of LMMHD power  technology and liquid metal
engineering.  Although



                                       8
<PAGE>

the LMMHD power technology has been in development  since 1980's, it has not yet
reached  commercialization.  In  order  to  achieve  commercialization  of  such
technology,   the  Company  will  be  required  to  build  a  commercial   scale
demonstration plant, which will require a significant capital  expenditure.  The
Company  is not  currently  engaged in further  development  of the LMMHD  power
technology.

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  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 December 31, 1999,
has an accumulated deficit of approximately $6,880,000.  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  plans 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.  There is no
assurance  that  additional  financing  will be  available  to the Company  when
needed, on commercially reasonable terms or at all.

Results of Operations

The consolidated  statement of operations and other financial and operating data
for the three and six month periods ended December 31, 1998 and 1999 are derived
from the  unaudited  financial  statements  of the  Company  included  elsewhere
herein.




                                       9
<PAGE>

Three Months Ended  December 31, 1999 Compared with Three Months Ended  December
31, 1998

     Sales.  Sales  increased to $32,400 for the three months ended December 31,
1999 as compared to $6,976 for the three  months ended  December  31, 1998.  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 three months ended December 31, 1999.

     Total  Revenues.  Total  revenues  increased  by $15,817 to $32,400 for the
three  months ended  December 31, 1999  compared to $16,583 for the three months
ended December 31, 1998. The increase is  attributable  to the increase in sales
of products stated herein.

     Research and Development Costs. Research and development costs increased by
$73,374 or 44% to $239,339  for the three months  ended  December  31, 1999,  as
compared to $165,965 for the three months ended  December31,  1998. 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's plant.

     Cost of Merchandise Purchased.  Costs of merchandise purchased decreased by
$389 to $6,586 for the three  months ended  December  31,  1999,  as compared to
$6,975  for  the  three  months  ended   December  31,  1998.  The  decrease  is
attributable to merchandise purchased during the first quarter of the year.

     Marketing  Expenses.  Marketing  expenses  increased by $90,348 or 152%, to
$149,838 for the three months  ended  December 31, 1999,  as compared to $59,490
for the three  months  ended  December  31,  1998.  This  increase is  primarily
attributable to the marketing trips to promote Solmec's and Elecmatec's products
abroad.

     General and Administrative  Expenses.  General and administrative  expenses
increased by $56,486 or 39%, to $200,912 for the three months ended December 31,
1999, as compared to $144,426 for the three months ended December 31, 1998. This
increase is primarily attributable to the costs and expenses due to the addition
of a new subsidiary-Elecmatec.

     Operating  Loss.  Operating  loss increased by $194,814 to $564,275 for the
three  months ended  December  31,  1999,  as compared to $369,461 for the three
months  ended  December 31,  1998.  The increase in operating  loss is primarily
attributable to the aforementioned

     Financing  Income(Expenses),Net.  Financing  expenses  were $22,230 for the
three months ended December 31, 1999, as compared to financing income of $36,775
for the three months



                                       10
<PAGE>

ended  December 31, 1998,  primarily as a result of interest paid by the Company
on borowings  in 1999 as compared to interest  earned by the Company on deposits
in 1998.

     Net Loss and Net Loss Per Share. As a result of the foregoing, net loss was
$586,505  ($0.28 per share) for the three months ended December 1999 as compared
to $333,522 ($0.16 per share) for the three months ended December 31, 1998.

Six Months Ended  December 31, 1999 Compared with Six Months Ended  December 31,
1998

     Sales.  Sales  increased to $81,591 for the six months  ended  December 31,
1999 as compared  to $7,165 for the six months  ended  December  31,  1998.  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 six months ended December 31, 1999.

     Total Revenues.  Total revenues increased by $64,135 to $81,591 for the six
months  ended  December  31, 1999  compared to $17,456 for the six months  ended
December 31,  1998.  The  increase is  attributable  to the increase in sales of
products stated herein.

     Research  and  Development  Costs.   Research  and  development  and  costs
increased by $132,242 or 43% to $442,732  for the six months ended  December 31,
1999,  as compared to $310,490 for the six months ended  December 31, 1998.  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
$45,744 to $52,887 for the six months ended  December  31, 1999,  as compared to
$7,143 for the six months ended December 31, 1998. The increase is  attributable
to the increase in sales of photovoltaic  panels,  silicon ingots and electronic
pocket dictionaries.

     Marketing  Expenses.  Marketing  expenses  increased by $113,373 or 89%, to
$240,536 for the six months ended December 31, 1999, as compared to $127,163 for
the six months ended December 31, 1998. This increase is primarily  attributable
to the marketing trips to promote Solmec's and Elecmatec's products abroad.

     General and Administrative  Expenses.  General and administrative  expenses
increased by $201,865 or 74%, to $474,034 for the six months ended  December 31,
1999, as compared to $272,169 for the six months ended  December 31, 1998.  This
increase is primarily attributable to the costs and expenses due to the addition
of a new subsidiary-Elecmatec.


                                       11
<PAGE>

     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 six
month period ended  December 31, 1998 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 $3,352,833 to $1,128,598 for
the six months ended  December 31, 1999, as compared to  $4,481,431  for the six
months  ended  December  31,  1998.  The  decrease in  operating  loss is solely
attributable to the aforementioned.

     Financing  Income(Expenses),  Net.  Financing expenses were $11,334 for the
six months ended  December 31, 1999, as compared to financing  income of $59,383
for the six months ended  December  31, 1998,  primarily as a result of interest
paid by the Company on bank loans in 1999 as compared to interest  earned by the
Company on deposits in 1998.

     Net Loss and Net Loss Per Share. As a result of the foregoing, net loss was
$1,139,932  ($0.55 per share) for the six months ended December 1999 as compared
to $4,422,884 ($2.12 per share) for the six months ended December 31, 1998.


Liquidity and Capital Resources

As of December 31,  1999,  the Company had a  deficiency  of working  capital of
$333,203,  a  shareholders'  equity of $657,960  and an  accumulated  deficit of
$6,880,194.

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



                                       12
<PAGE>

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%.

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
and are not  expected  to have a  material  effect  on the  Company's  financial
condition or results of operations.


                                       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  December  31, 1999 the Company has applied the balance of
     net proceeds from the Offering as follows:  (i)  approximately  $430,000 to
     market research and marketing activities;  (ii) approximately $1,160,000 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  $1,480,000
     for the  purchase  of  equipment  and  machinery;  and  (vi)  approximately
     $1,165,000 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


                                       14
<PAGE>

          Exhibit 27 - Financial Data Schedule

     (b)  Reports on Form 8-K

          No reports on Form 8-K were filed by the Company  during the six month
          period ended December 31, 1999.


                                       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
               February 2000.



                                SCNV ACQUISITION CORP.
                                (Registrant)


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


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


                             16