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, 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 of           (I.R.S. Employer Identification No.)
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 December 31, 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, 2000
                                   FORM 10-QSB

                                      INDEX


                                                                            Page
                                                                            ----

Part I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Consolidated Balance Sheet as of December 31, 2000
         (Unaudited).........................................................  2

         Consolidated Statements of Operations
         For the three and six months ended December 31, 2000 and 1999
         (Unaudited).........................................................  3

         Consolidated Statement of Changes in Stockholders'
         Deficit for the six months ended December 31, 2000
         (Unaudited).........................................................  4

         Consolidated Statements of Cash Flows
         For the six months ended December 31, 2000 and 1999
         (Unaudited).........................................................  5

         Notes to Unaudited Consolidated Financial Statements................  6

Item 2.  Management's Discussion and Analysis of Financial Condition
         And Results of Operations ..........................................  9

Part II. OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds........................... 18

Item 6.  Exhibits and Reports ............................................... 19


                                       1
<PAGE>

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

<TABLE>
<CAPTION>
  ASSETS                                                                                  December 31,
                                                                                              2000
                                                                                          -----------
<S>                                                                                       <C>
 CURRENT ASSETS
     Cash and cash equivalents                                                            $    10,514
     Inventory                                                                                 45,635
     Other receivables and prepaid expenses                                                    84,463
                                                                                          -----------
        Total current assets                                                                  140,612

 PROPERTY AND EQUIPMENT, net of accumulated depreciation and
   amortization of $242,907                                                                 1,255,445

OTHER ASSETS, net of amortization of $14,000                                                   16,000
                                                                                          -----------

        Total assets                                                                      $ 1,412,057

 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

 CURRENT LIABILITIES
    Short-term borrowings                                                                 $   225,051
    Convertible debt, net of unamortized discount of $225,000                                 375,000

    Trade payables                                                                            122,591
                                                                                          -----------
    Sundry payables and accrued expenses                                                    1,250,697
                                                                                          -----------
        Total current liabilities                                                           1,973,339
                                                                                          -----------
  LONG TERM LIABILITIES
     Long term loan                                                                           200,000
     Accrued severance pay                                                                    164,938
                                                                                          -----------
        Total long term liabilities                                                           364,938
                                                                                          -----------
        Total liabilities                                                                   2,338,277
                                                                                          -----------
 SHAREHOLDERS' EQUITY (DEFICIT)
     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                                                             7,817,333
     Accumulated deficit                                                                   (8,764,374)
                                                                                          -----------
        Total shareholders' deficit                                                          (926,220)
                                                                                          -----------
        Total liabilities and shareholders' deficit                                       $ 1,412,057
                                                                                          ===========
</TABLE>

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


                                       2
<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,
                                                                   2000               1999               2000                1999
                                                                   ----               ----               ----                ----
<S>                                                            <C>                <C>                <C>                <C>
 REVENUES

    Sales                                                      $    46,824        $    32,400        $    78,644        $    81,591
                                                               -----------        -----------        -----------        -----------

COSTS AND EXPENSES

    Research and development costs                                  65,014            239,339            124,384            442,732
    Cost of merchandise purchased                                   35,387              6,586             60,576             52,887
    Marketing expenses                                              56,077            149,838            139,189            240,536
    General and administrative expenses                            291,807            200,912            448,889            474,034
                                                               -----------        -----------        -----------        -----------
        Total costs and expenses                                   448,285            596,675            773,038          1,210,189
                                                               -----------        -----------        -----------        -----------

        Operating Loss                                            (401,461)          (564,275)          (694,394)        (1,128,598)

FINANCING  EXPENSES NET                                            108,158             22,230            153,668             11,334
                                                               -----------        -----------        -----------        -----------

        Net loss                                               $  (509,619)       $  (586,505)       $  (848,062)       $(1,139,932)
                                                               ===========        ===========        ===========        ===========

Net loss per common share                                      $     (0.25)       $     (0.28)       $     (0.41)       $     (0.55)
                                                               ===========        ===========        ===========        ===========
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.


                                       3
<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 1,2000                                   2,082,088      $20,821      $7,517,333       (7,916,312)      $(378,158)
      Warrants and beneficial conversion
      feature issued in connection with the
      issuance of convertible debt                                 --           --         300,000               --         300,000
       Net Loss                                                    --           --              --         (848,062)       (848,062)
                                                            ---------      -------      ----------      -----------       ---------

Balance as of December 31, 2000                             2,082,088      $20,821      $7,817,333      $(8,764,374)      $(926,220)
                                                            =========      =======      ==========      ===========       =========
</TABLE>

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


                                       4
<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,
                                                                                         2000                1999
                                                                                     -----------         -----------
<S>                                                                                  <C>                 <C>
CASH FLOW FROM OPERATING ACTIVITIES
    Net loss                                                                         $  (848,062)        $(1,139,932)
    Adjustments to reconcile net loss to net cash used in operating activities           372,110            (278,430)
                                                                                     -----------         -----------
       Net cash used in operating activities                                            (475,952)         (1,418,362)
                                                                                     -----------         -----------

CASH FLOW FROM INVESTING ACTIVITIES

    Investment in fixed assets                                                            (2,060)           (267,315)

    Short-term investments, net                                                               --           1,127,166
                                                                                     -----------         -----------
       Net cash provide (used) in investing activities                                    (2,060)            859,851
                                                                                     -----------         -----------

CASH FLOW FROM FINANCING ACTIVITIES

    Share capital issuance                                                                    --                  --

    Short term borrowings, net                                                           474,695             139,672
                                                                                     -----------         -----------
       Net cash provided by financing activities                                         474,695             139,672
                                                                                     -----------         -----------

DECREASE IN CASH AND CASH EQUIVALENTS                                                     (3,317)           (418,839)
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD                                      13,829             525,162
                                                                                     -----------         -----------
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD                                       $    10,512         $   106,323
                                                                                     ===========         ===========

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED
    IN OPERATING ACTIVITIES
    Items not involving cash flows:
       Depreciation                                                                  $    30,050         $    31,189
       Amortization of debt discount                                                      75,000                  --
       Severance pay                                                                      20,494               8,537
    Changes in operating assets and liabilities:
       Increase (decrease) in receivable and prepaid expenses                                250             (34,112)
       Decrease (increase) in Inventory                                                    1,243             (17,877)
       Increase (decrease) in payables and accrued expenses                              245,073            (266,167)
                                                                                     -----------         -----------
                                                                                     $   372,110         $  (278,430)
                                                                                     ===========         ===========

    SUPPLEMENTAL DISCLOSURE OF NON CASH ACTIVITIES:
      Conversion of bridge loan into Convertible debt                                $   600,000         $        --
      Warrant and Beneficial Conversion Feature issued in connection
      with the issuance of convertible debt                                          $   300,000         $        --
</TABLE>

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


                                       5
<PAGE>

                     SCNV ACQUISITION CORP. AND SUBSIDIARIES

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


General

The  financial  statements as of December 31, 2000 and for the three and the six
months ended December 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, 2000 and
1999 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


                                       6
<PAGE>

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, 2000,
has an  accumulated  deficit of  approximately  $8,764,374.  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  financing from potential  investors/partners.  However,  there is no
assurance that the Company will be able to obtain such additional financing.

Recent Developments

In September 1998,  Solmecs acquired from the Association for the Development of
International Energy Projects (the "Association")  located in Beer Sheva, Israel
the  rights  to  certain   technologies   for  the   capture   and   removal  of
environmentally  hazardous carbon dioxide emissions  primarily from fuel burning
power stations (the "CO2 Technology"). Pursuant to such acquisition, Solmecs has
agreed to pay royalties to the Association from revenues generated from sales of
the product or licensing of the technology.  In October 2000, Solmecs granted to
ACP SA NV ("ACP") an option (the "CO2 Option") to acquire the CO2 Technology for
an option payment of US $150,000.  The CO2 Option must be exercised  within four
weeks  of  completion  of  laboratory   testing   (which  is  expected  to  take
approximately  10 weeks) in accordance with the Agreement.  In the event the CO2
Option is exercised by ACP,  Solmecs will receive (i) an  additional US $150,000
(plus value added  taxes),  (ii) a 10% common stock  interest in a subsidiary of
ACP which will be formed to develop and market the CO2  Technology  and (iii) an
eight year royalty after commercialization between 1% and 5% of net sales.

On August 30, 2000, the Company entered into a Memorandum of Understanding  with


                                       7
<PAGE>

Crestwood Capital Group Corp. ("Crestwood"), whereby Crestwood has agreed to (i)
provide  management and restructuring  services to the Company,  (ii) assist the
Company in the search for qualified executive management positions, (iii) act as
financial  advisor to the Company  for its short term and long term  needs,  and
(iv)  assist  the  Company in  securing  short term  bridge  financing  of up to
$600,000  ("Bridge  Financing")  which was received through  December,  2000. In
connection with such services, Crestwood's President and Chief Executive Officer
has agreed to serve as  President  of the  Company  and active  Chief  Executive
Officer until Crestwood succeeds in assisting the Company in finding a long-term
Chief  Executive  Officer  and  two  of  Crestwood's  officers,   including  its
President,  will  serve  on  the  Board  of  Directors  of the  Company  without
compensation.  The search for a long-term chief executive  officer was completed
with the  engagement  of Mr.  Samuel  Dobner.  Crestwood  will be  entitled to a
consulting  fee in the  form of  convertible  preferred  stock  (the  "Preferred
Shares") equal to 25% of the issued and outstanding capital stock of the Company
on a fully diluted basis.

Each Preferred Share will be convertible into two shares of the Company's common
stock.  For a period of 120 days from  their  issuance,  Crestwood's  percentage
ownership  interest in the Company,  as reflected by the Preferred Shares,  will
not be further diluted pursuant to any issuances of securities by the Company.

Under the terms of the Bridge  Financing,  the Company is offering  Units,  each
consisting  of (i) a  convertible  promissory  note (the  "Notes") in  principal
amount of $100,000 and (ii) a warrant to purchase 50,000 shares of the Company's
common stock at an exercise price per share equal to 80% of the average  closing
bid price of the common stock for the five days  preceding the date of exercise.
The Notes are  convertible  at the option of the holder  thereof  into shares of
common stock at the conversion  price of $1.00 per share,  and the shares issued
upon  conversion are entitled to piggyback  registration  rights for a period of
two years from issuance.

The Notes are due to mature on the first  anniversary of their issuance and bear
interest  at the rate of ten  percent  (10%)  per  annum.  The  Company  and its
subsidiaries  have  further  agreed to grant the holders of the Notes a security
interest in the Company's and subsidiaries' tangible personal property and trade
secrets to secure  repayment of the  principal  and accrued  interest  under the
Notes. During the Quarter $600,000 Notes and warrants to purchase 300,000 shares
of common stock of the Company were issued.  In connection  with such  issuance,
the Company recorded a debt discount of $300,000.  This discount  represents the
warrants fair market value and the beneficial  conversion  feature embedded with
the Notes.  Such  discount  is being  amortized  over the term of the Notes (one
year).

On  November  2000 the Company was served a claim for the payment of $500,000 as
restitution pursuant to the preliminary  investment agreement with Ana Portfolio
Inc.  ("Ana  Portfolio")  from March 2000.  Ana  Portfolio  Inc is also claiming
damages in the amount of $176,600.  Pursuant to this  agreement,  Ana  Portfolio
provided  the  Company  with  short-term  funding of  approximately  $500,000 in
connection  with potential  investment in its  subsidiaries.  Subsequent to such
funding,  however,  Ana Portfolio  notified the Company that it was not pursuing
its  investment  in  the  subsidiaries.  The  preliminary  investment  agreement
provided for the  short-term  funding to bear  interest at an annual rate of 6%.
The Company has provided notice to Ana Portfolio that the  cancellation of their
investment  qualified  as a  breach  of the  preliminary  investment  agreement.
Pending  further  resolution  of this matter the  Company's  has  determined  to
include this short-term funding as a sundry payable.


                                       8
<PAGE>

The Company denies any and all liability with respect to the claim filed. In the
Company's  opinion Ana  Portfolio  is in breach of the  contract  therefore  the
Company is  contemplating  filing a counter claim.  At this point the Company is
unable to determine the prospects of neither the lawsuit against the Company nor
the prospects of the counter claim.

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  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
certain  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,  however,  will require additional funds, not


                                       9
<PAGE>

currently  available to the Company,  to commence and maintain  production.  The
Company, however, expects to continue to act, on a limited basis, as distributor
of the Russian entity's photovoltaic panels.

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  during  the  first  half of 2001.  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 2000, the Company had limited
sales of the  Hebrew/English  and  Russian/English  dictionaries  in the  United
States. As a result of its current financial position,  however, the Company has
ceased all further  marketing and  distribution  activities  with respect to the
Hebrew/English  and  Russian/English  pocket  dictionaries  as well  as  further
development of a  Spanish/English  dictionary until such time, if at all, as the
Company is able to secure the funds necessary to pursue such activities.

In May 1999, the Company  acquired a 90.4% interest in Elecmatec,  which employs
"micro-gravity" conditions to the production of alloys used in the manufacturing
of metal based products such as engine bearings for the automotive industry.

The Company's capital requirements  continue to be significant.  The Company has
incurred  substantial  operating  losses  and  at  December  31,  2000,  had  an
accumulated deficit of approximately $8,764,374. Furthermore, 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.  Consequently,
the  Company is  dependent  upon  additional  financing  from  third  parties to
continue its operations.

As a  result  of  its  inability  to  generate  significant  revenues  from  its
marketable products, the Company, in an effort to reduce operating expenses, has
suspended  its  research  and  development   activities  in  certain  identified
technologies and lowered overhead costs by reducing its personnel. Further, as a
result of its  current  financial  position,  the  Company  intends to limit its
commercial  development  efforts  to  micro-gravity  produced  metal  alloys and
monocrystals of silicon. Further development of these technologies, however will
require  significant  additional effort,  resources and time,  including funding
substantially  greater  than what is currently  available to the Company.  Other
than the Bridge Financing noted above, the Company has no current


                                       10
<PAGE>

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. If the Company is unable to obtain the  necessary
additional financing, it may be required to further curtail its operations or to
cease operations altogether.

Moreover,  to the extent that the Company is able to obtain the funds  necessary
to continue  development  of its  identified  technologies,  completion  of such
research,  development and commercialization remains 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,   any  of  which   could   result  in  delay  of   development   or
commercialization  or a  substantial  change  or  abandonment  of  research  and
development activities.

Recent Developments

Option for Sale of Carbon Dioxide Absorption Technology.

In September 1998,  Solmecs acquired from the Association for the Development of
International Energy Projects (the "Association")  located in Beer Sheva, Israel
the  rights  to  certain   technologies   for  the   capture   and   removal  of
environmentally  hazardous carbon dioxide emissions  primarily from fuel burning
power stations (the "CO2 Technology"). Pursuant to such acquisition, Solmecs has
agreed to pay royalties to the Association from revenues generated from sales of
the product or licensing of the technology.  In October 2000, Solmecs granted to
ACP SA NV ("ACP") an option (the "CO2 Option") to acquire the CO2 Technology for
a payment of US $150,000. The CO2 Option must be exercised within four (4) weeks
of completion of laboratory  testing (which is expected to take approximately 10
weeks)  in  accordance  with the  Agreement.  In the  event  the CO2  Option  is
exercised by ACP, Solmecs will receive (i) an additional US $150,000 (plus value
added taxes), (ii) a 10% common stock interest in a subsidiary of ACP which will
be formed to  develop  and  market  the CO2  Technology  and (iii) an eight year
royalty after commercialization range between 1% to 5% of net sales.

Arrangements with Crestwood.

On August 30, 2000, the Company entered into a Memorandum of Understanding  with
Crestwood Capital Group Corp. ("Crestwood"), whereby Crestwood agreed to provide
management and restructuring  services to the Company,  assist in the search for
qualified executive  management,  to act as financial advisor to the Company for
its short term and long term needs and  assisted  the Company in securing  short
term bridge financing of $600,000 ("Bridge Financing").  In connection with such
services,  Crestwood's  President and Chief Executive Officer agreed to serve as
President  of the Company and acting Chief  Executive  Officer  until  Crestwood
succeeded  in  assisting  the  Company in  finding a long term  chief  executive
officer and two of Crestwood's  officers,  including its President will serve on
the Board of Directors  of the Company  without  compensation.  The search for a
long-term  chief  executive  officer was  completed  with the  engagement of Mr.
Samuel  Dobner,  as  described in more detail  below.  As  compensation  for its
services, Crestwood will be entitled to a consulting fee in the


                                       11
<PAGE>

form of convertible preferred stock (the "Preferred Shares") equal to 25% of the
issued and  outstanding  capital stock of the Company on a fully diluted  basis.
Each Preferred Share will be convertible into two shares of the Company's common
stock.  Crestwood  will also  receive  registration  rights with  respect to the
Common Stock issuable upon conversion of the Preferred  Shares.  For a period of
120 days from their issuance,  Crestwood's  percentage ownership interest in the
Company,  as  reflected by the  Preferred  Shares,  will not be further  diluted
pursuant to any issuances of securities by the Company.

Under the terms of the Bridge  Financing,  the Company is offering  Units,  each
consisting  of (i) a  convertible  promissory  note (the  "Notes") in  principal
amount of $100,000 and (ii) a warrant to purchase 50,000 shares of the Company's
common stock at an exercise price per share equal to 80% of the average  closing
bid price of the common stock for the five days  preceding the date of exercise.
The Notes are  convertible  at the option of the holder  thereof  into shares of
common stock at the conversion  price of $1.00 per share,  and the shares issued
upon  conversion are entitled to piggyback  registration  rights for a period of
two years from issuance.

The Notes are due to mature on the first  anniversary of their issuance and bear
interest  at the rate of ten  percent  (10%)  per  annum.  The  Company  and its
subsidiaries  have  further  agreed to grant the holders of the Notes a security
interest in the Company's and subsidiaries' tangible personal property and trade
secrets to secure  repayment of the  principal  and accrued  interest  under the
Notes. During the Quarter $600,000 Notes and warrants to purchase 300,000 shares
of common stock of the Company were issued.  In connection  with such  issuance,
the Company recorded a debt discount of $300,000.  This discount  represents the
warrants fair market value and the beneficial  conversion  feature embedded with
the Notes.  Such  discount is being  amortized  over the terms of the Notes (one
year).

Changes in Management

The Company has made several  management  additions.  The Board of Directors has
engaged Mr. Samuel Dobner to serve as its President and chief executive officer,
and two members of Crestwood,  Mr. Zachary Liebman and Mr. Benjamin Sherr,  have
been invited to join the Board of Directors.

Samuel Dobner,  age 52, the President & Chief Executive  Officer of the Company,
has more than 25 years of experience in business development,  structuring,  and
managing  multi-disciplinary  enterprises. In the early 1980's, he served in key
senior  management  positions  with Union  Carbide and  Richardson  Vicks (Baker
Diagnostics)  responsible for corporate  development  activities  across a broad
range of industries - synfuels,  polysilicon,  clinical  diagnostic  systems. In
1983, Mr. Dobner  founded  Source One what was to become a $22 million  computer
systems integrator servicing the Fortune 500 community.  From 1996 until 1999 he
served as President of News Alert,  a US and Israeli based company that provided
real-time news and market price data services to major Web sites. Mr. Dobner was
instrumental  in  structuring  and executing the sale of News Alert in 1999 at a
$28 million valuation to a consortium of international  investors.  In 2000, Mr.
Dobner formed  Enginuity  Ventures,  a business and  financial  advisory firm to
early  stage  high  tech  companies.  Mr.  Dobner  holds  a  Ph.D.  in  Chemical
Engineering from CUNY and is an honorary lifetime member of the New York Academy
of Sciences.  As  compensation  for the first six months of service,  Mr. Dobner
will receive, in lieu of salary, 400,000 shares of common stock of the Company.


                                       12
<PAGE>

Zachary Liebman,  age 42, a director of the Company, is the founder of Crestwood
Capital Group Corp., a consulting firm that assists  emerging growth  companies,
public and private, in various areas such as capital raising,  executive search,
marketing  strategies,  mergers and  acquisitions,  and selling off unproductive
divisions. He has served as President of Crestwood since 1997. From 1995 to 2001
Mr. Liebman was a limited partner in Win Capital Inc., which is a New York based
brokerage  firm,  with which he held a brokerage  license  Series 7 and 63. From
1995  to1997,  Mr.  Liebman  lived in  Israel,  where he  founded  and served as
President of  International  Trading Corp.,  which imported top of the line baby
carriages and juvenile  products from Italy and the UK. Since 1998,  Mr. Liebman
also serves on the Board of Directors of Vicon Fiber Optics Corp. (VFOX),  which
is engaged in Fiber optics for the dental and medical Industries, and also has a
novelty fiber optic lamp division.

Benjamin  Sherr,  age 41, a director of the  Company,  Mr. Sherr has served as a
Director of Crestwood  Capital Group Corp since 2000. From 1998-2000,  Mr. Sherr
served as President and CEO of Medical  Technologies Group LLP, an international
sales and  distribution  company of medical  diagnostic  equipment.  In 1997, he
served  as  director  of  product  Development  for a  Shonfeld's,  where he was
responsible for purchasing raw materials and establishing off shore distribution
outlets  for  merchandise  seconds.  From  1991 to 1996,  Mr.  Sherr  served  as
president of Office Works/Design  Center, a furniture/supply  company he founded
in 1991. From 1986-1991,  Mr. Sherr held various  positions with Olympia & York,
commercial  real estate  company,  calumniating  in the management of "One World
Financial Center," New York.

Dispute with Ana Portfolio

In  November  2000 the Company was served a claim for the payment of $500,000 as
restitution pursuant to the preliminary  investment agreement with Ana Portfolio
Inc.  ("Ana  Portfolio")  from March 2000.  Ana  Portfolio  Inc is also claiming
damages in the amount of $176,600.  Pursuant to this  agreement,  Ana  Portfolio
provided  the  Company  with  short-term  funding of  approximately  $500,000 in
connection  with potential  investment in its  subsidiaries.  Subsequent to such
funding,  however,  Ana Portfolio  notified the Company that it was not pursuing
its  investment  in  the  subsidiaries.  The  preliminary  investment  agreement
provided for the  short-term  funding to bear  interest at an annual rate of 6%.
The Company has provided notice to Ana Portfolio that the  cancellation of their
investment  qualified  as a  breach  of the  preliminary  investment  agreement.
Pending further  resolution of this matter the Company has determined to include
this short-term funding as a sundry payable.

The Company denies any and all liability with respect to the claim filed. In the
Company's  opinion Ana  Portfolio  is in breach of the  contract  therefore  the
Company is  contemplating  filing a counter claim.  At this point the Company is
unable to determine the prospects of neither the lawsuit against the Company nor
the prospects of the counter claim.

Results of Operations

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


                                       13
<PAGE>

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

     Sales.  Sales  increased to $46,824 for the three months ended December 31,
2000 as compared to $32,400 for the three  months ended  December 31, 1999.  The
increase was mainly  attributable to the increase in sales of silicon ingots and
wafers and to photovoltaic panels' sales.

     Research  and  Development  Costs.   Research  and  development  and  costs
decreased by $174,325 or 72.84% to $65,014 for the three  months ended  December
31, 2000, as compared to $239,339 for the three months ended  December 31, 1999.
The decrease is mainly due to the postponement of most of the Company's research
and development programs pending consummation of additional financing.

     Cost of Merchandise Purchased.  Costs of merchandise purchased increased by
$28,801 to $35,387 for the three months ended  December 31, 2000, as compared to
$6,586 for the three  months ended  December  31,  1999.  The increase is mainly
attributable to the increase in cash purchases of Silicon wafers.

     Marketing  Expenses.  Marketing expenses decreased by $93,761 or 62.57%, to
$56,077 for the three  months ended  December 31, 2000,  as compared to $149,838
for the three  months  ended  December  31,  1999.  This  decrease is  primarily
attributable  to the decrease in marketing  personnel and the Company's  lack of
liquidity.

     General and Administrative  Expenses.  General and administrative  expenses
increased by $90,895 or 45.24%,  to $291,807 for the three months ended December
31, 2000, as compared to $200,912 for the three months ended  December 31, 1999.
This  increase  is  primarily  attributable  to the  costs and  expenses  due to
management fees incurred in the period ended December 31, 2000.

     Operating  Loss.  Operating  loss decreased by $162,814 to $401,461 for the
three  months ended  December  31,  2000,  as compared to $564,275 for the three
months  ended  December 31,  1999.  The decrease in operating  loss is primarily
attributable to the aforementioned

     Financing  Expenses,  Net.  Financing  expenses were $108,158 for the three
months ended December 31, 2000, as compared to financing expenses of $22,230 for
the three  months ended  December  31,  1999,  the increase is mainly due to the
Bridge  Financing  costs,  the  interest  paid  by  the  Company  on  short-term
borrowings and due to the amortization of the debt discount.

     Net Loss and Net Loss Per Share. As a result of the foregoing, net loss was
$509,619  ($0.25 per share) for the three months ended December 2000 as compared
to $586,505 ($0.28 per share) for the three months ended December 31, 1999.

Six Months Ended  December 31, 2000 Compared with Six Months Ended  December 31,
1999

     Sales.  Sales  decreased to $78,644 for the six months  ended  December 31,
2000 as compared to $81,591 for the six months  ended  December  31,  1999.  The
decrease is mainly  attributable to the decrease in sales of photovoltaic panels
and electronic pocket dictionaries, according to the Company's decision to focus
on the Silicon market.


                                       14
<PAGE>

     Research  and  Development  Costs.   Research  and  development  and  costs
decreased by $318,348 or 71.91% to $124,384  for the six months  ended  December
31, 2000,  as compared to $442,732  for the six months ended  December 31, 1999.
The decrease is mainly due to the postponement of most of the Company's research
and development programs pending consummation of additional financing.

     Cost of Merchandise Purchased.  Costs of merchandise purchased increased by
$7,689 or 14.54% to $60,576  for the six months  ended  December  31,  2000,  as
compared to $52,887 for the six months ended  December 31, 1999. The increase is
mainly attributable to the increase in cash purchases of Silicon wafers.

     Marketing Expenses.  Marketing expenses decreased by $101,347 or 42.13%, to
$139,189 for the six months ended December 31, 2000, as compared to $240,536 for
the six months ended December 31, 1999. This decrease is primarily  attributable
to the decrease in marketing personnel and the Company's lack of liquidity.

     General and Administrative  Expenses.  General and administrative  expenses
decreased by $25,145 or 5.30%, to $448,889 for the six months ended December 31,
2000, as compared to $474,034 for the six months ended  December 31, 1999.  This
decrease is attributable to the Company's reducing its expenses.

     Operating  Loss.  Operating  Loss decreased by $434,204 to $694,394 for the
six months ended December 31, 2000, as compared to $1,128,598 for the six months
ended December 31, 1999.  The decrease in operating loss is solely  attributable
to the aforementioned.

     Financing  Expenses,  Net.  Financing  expenses  were  $153,668 for the six
months ended December 31, 2000, as compared to financing expenses of $11,334 for
the six months ended  December 31,  1999,  the increase is primarily  due to the
Bridge  Financing  costs,  the interest paid on short term borrowings and due to
the amortization of the debt discount.

     Net Loss and Net Loss Per Share. As a result of the foregoing, net loss was
$848,062 ($0.41 per share) for the six months ended December 2000 as compared to
$1,139,932 ($0.55 per share) for the six months ended December 31, 1999.

Liquidity and Capital Resources

As of December 31,  2000,  the Company had a  deficiency  of working  capital of
$1,832,727 and an accumulated deficit of $8,764,374.

In March 2000, the Company entered into a preliminary  investment agreement with
Ana Portfolio Inc. ("Ana  Portfolio")  pursuant to which Ana Portfolio agreed to
make  an  equity  investment  in the  Company's  subsidiaries.  Pursuant  to the
agreement,  Ana  Portfolio  provided  the  Company  with  short-term  funding of
approximately  $500,000.  Subsequent  to such  funding,  however,  Ana Portfolio
notified  the  Company  that  it  was  not  pursuing  its   investment   in  the
subsidiaries.  The preliminary  investment agreement provided for the short term
funding to bear  interest at an annual rate of 6%,  which is  repayable on March
2001 (the "Ana Portfolio Debt").

On August 30, 2000, the Company entered into a Memorandum of Understanding  with


                                       15
<PAGE>

Crestwood Capital Group Corp. ("Crestwood"), whereby Crestwood has agreed to (i)
provide  management and restructuring  services to the Company,  (ii) assist the
Company in the search for qualified executive management positions, (iii) act as
financial  advisor to the Company  for its short term and long term  needs,  and
(iv)  assist  the  Company in  securing  short term  bridge  financing  of up to
$600,000 ("Bridge Financing"),  which was received through December 31, 2000. In
connection with such services, Crestwood's President and Chief Executive Officer
agreed to serve as acting  President and Chief Executive  Officer of the Company
until Crestwood  succeeded in assisting the Company in finding a long term chief
executive officer, and two of Crestwood's officers, including its President will
serve on the Board of Directors of the Company without compensation.  The search
for a long-term chief executive officer was completed with the engagement of Mr.
Samuel  Dobner,  Crestwood  will be entitled to a consulting  fee in the form of
convertible  preferred stock (the "Preferred Shares") equal to 25% of the issued
and  outstanding  capital  stock of the Company on a fully diluted  basis.  Each
Preferred  Share will be  convertible  into two shares of the  Company's  common
stock.  Crestwood  will also  receive  registration  rights with  respect to the
Preferred Shares and, for a period of 120 days from their issuance,  Crestwood's
percentage  ownership  interest in the Company,  as  reflected by the  Preferred
Shares,  will not be further diluted  pursuant to any issuances of securities by
the Company.

Under the terms of the Bridge  Financing,  the Company is offering  Units,  each
consisting  of (i) a  convertible  promissory  note (the  "Notes") in  principal
amount of $100,000 and (ii) a warrant to purchase 50,000 shares of the Company's
common stock at an exercise price per share equal to 80% of the average  closing
bid price of the common stock for the five days  preceding the date of exercise.
The Notes are  convertible  at the option of the holder  thereof  into shares of
common stock at the conversion  price of $1.00 per share,  and the shares issued
upon  conversion are entitled to piggyback  registration  rights for a period of
two years from issuance.

The Notes are due to mature on the first  anniversary of their issuance and bear
interest  at the rate of ten  percent  (10%)  per  annum.  The  Company  and its
subsidiaries  have  further  agreed to grant the holders of the Notes a security
interest in the Company's and subsidiaries' tangible personal property and trade
secrets to secure  repayment of the  principal  and accrued  interest  under the
Notes. During the Quarter $600,000 Notes and warrants to purchase 300,000 shares
of common stock of the Company were issued.  In connection  with such  issuance,
the Company recorded a debt discount of $300,000.  This discount  represents the
warrants fair market value and the beneficial  conversion  feature embedded with
the Notes.  Such  discount  is being  amortized  over the term of the Notes (one
year).

As a result of its inability to generate  sufficient  revenues from  operations,
the  Company  has been unable to pay  salaries  to certain of its  officers  and
remaining employees.  As of December 31, 2000 the Company had accrued and unpaid
salaries and related expenses of approximately $335,000.

The Company's capital  requirements will continue to be significant.  Completion
of  the  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 that which is
otherwise  currently  available to the Company.  Other than the Bridge 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


                                       16
<PAGE>

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 1999, Israel experienced inflation at the
rate of 1.3% as well as an almost  unchanged rate of the dollar against the NIS.
In 2000, as of December 31, 2000,  the rate of inflation in Israel is 0% and the
rate of devaluation of the dollar against the NIS is approximately 1.2%.

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.


                                       17
<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,  2000 the
          Company has applied the balance of net  proceeds  from the Offering as
          follows:  (i) approximately  $558,000 to market research and marketing
          activities; (ii) approximately $1,347,000 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  $1,358,000  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

                         None


                                       18
<PAGE>

               (b)  Reports on Form 8-K

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



                                       19
<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
                 5th day of March 2001.



                 SCNV ACQUISITION CORP.
                 (Registrant)


                 -----------------------------
                 Mr. Sam Dobner

                 Chief Executive Officer


                                       20