U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-QSB
(Mark One)

[X]  Quarterly  report  pursuant  to  Section  13 or 15 (d)  of  the  Securities
     Exchange Act of 1934.

     For the quarterly period ended MARCH 31, 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 of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

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

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

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

Check whether the issuer:  (1) filed all reports required to be filed by section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.
Yes [X]        No [_]

        As of May 15, 1999, there were 2,082,088 shares of the issuer's
                            Common Stock outstanding

Transitional Small Business Disclosure Format (check one):
Yes [_]        No [X]


<PAGE>


                     SCNV ACQUISITION CORP. AND SUBSIDIARIES
                          QUARTER ENDED MARCH 31, 1999
                                   FORM 10-QSB

                                      INDEX



                                                                            Page

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

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

        Consolidated Statements of Operations
        For the three and nine months ended March 31, 1999
        and March 31, 1998
        (unaudited) .......................................................   2

        Consolidated Statement of Changes
        in Shareholders' Equity for the nine months
        ended March 31, 1999
        (Unaudited) .......................................................   3

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

        Notes to 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

Signatures ................................................................  16


                                       -i-


<PAGE>


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

<TABLE>
<CAPTION>
                                                                                      March 31,
                                                                                        1999
                                                                                     -----------
<S>                                                                                  <C>
ASSETS

CURRENT ASSETS
    Cash and cash equivalents                                                        $ 1,394,640
    Short-term investments                                                             1,120,123
    Trade receivables                                                                     42,921
    Inventory                                                                             20,090
    Due from Elecmatec                                                                   201,917
    Other receivables and prepaid expenses                                                93,145
                                                                                     -----------
       Total current assets                                                            2,872,836

FIXED ASSETS
    Cost                                                                                 611,735
    Less - accumulated depreciation                                                      149,099
                                                                                     -----------
       Total fixed assets                                                                462,636
                                                                                     -----------
OTHER ASSETS                                                                              30,000
                                                                                     -----------
       Total assets                                                                  $ 3,365,472
                                                                                     ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
    Sundry payables and accrued expenses                                             $   348,003
                                                                                     -----------
       Total current liabilities                                                         348,003
                                                                                     -----------
 LONG TERM LIABILITIES
    Long term loan                                                                       200,000
    Accrued severance pay                                                                 99,360
                                                                                     -----------
       Total long term liabilities                                                       299,360
                                                                                     -----------
       Total liabilities                                                                 647,363
                                                                                     -----------
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                                                               (4,820,045)
                                                                                     -----------
       Total shareholders' equity                                                      2,718,109
                                                                                     -----------
       Total liabilities and shareholders' equity                                    $ 3,365,472
                                                                                     ===========
</TABLE>

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


                                       1
<PAGE>


<TABLE>
<CAPTION>
                                               SCNV ACQUISITION CORP. AND SUBSIDIARIES
                                                CONSOLIDATED STATEMENTS OF OPERATIONS
                                                             (Unaudited)

                                                                 For the three months ended            For the nine months ended
                                                                          March 31,                             March 31,
                                                                   1999              1998               1999               1998
                                                               -----------        -----------        -----------        -----------
                                                                                  (pro forma)                           (pro forma)
<S>                                                            <C>                <C>                <C>                <C>
REVENUES

    Sales                                                      $    43,905        $     3,161        $    51,070        $     6,511
    Contract services                                                   --                 --              1,869             32,365
                                                               -----------        -----------        -----------        -----------
      Total revenues                                                43,905              3,161             52,939             38,876
                                                               -----------        -----------        -----------        -----------

COSTS AND EXPENSES

    Research and development costs                             $   215,587             63,502            517,655            187,143
    Cost of merchandise purchased                                   37,930              1,672             45,073              5,257
    Cost of contract services performed
      by subcontractors                                                 --                 --              9,868             26,056
    Marketing expenses                                              39,958             43,308            167,121             73,234
    General and administrative expenses                            167,206            102,875            439,375            280,589
                                                               -----------        -----------        -----------        -----------
      Total costs and expenses                                     460,681            211,357          1,179,092            572,279
                                                               -----------        -----------        -----------        -----------

      Loss before one-time charge                                 (416,776)          (208,196)        (1,126,153)          (533,403)

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

      Operating Loss                                              (416,776)          (208,196)        (4,898,207)          (533,403)

FINANCING INCOME (EXPENSES) NET                                     19,615            (10,945)            78,998             (1,239)

LOSS ON SALE OF FIXED ASSETS                                            --             (1,055)              (836)            (1,055)
                                                               -----------        -----------        -----------        -----------

      Net loss                                                 $  (397,161)       $  (220,196)       $(4,820,045)       $  (535,697)
                                                               ===========        ===========        ===========        ===========

Net loss per common share                                      $     (0.19)       $     (0.21)       $     (2.32)       $     (0.51)
                                                               ===========        ===========        ===========        ===========
Weighted average number of common
    shares outstanding, basic and diluted                        2,082,088          1,041,044          2,082,088          1,041,044
                                                               ===========        ===========        ===========        ===========
</TABLE>


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.



                                       2
<PAGE>


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

                                                    Number of          Share         Additional       Accumulated
                                                     Shares           Capital      Paid-In-Capital      Deficit            Total
                                                   -----------      -----------    ---------------    -----------       -----------
<S>                                                  <C>            <C>              <C>              <C>               <C>
Balance as of July 1, 1998                             541,343      $     5,413      $     2,179               --       $     7,592

Shares issued in connection with
initial public offering,
net of offering costs of $1,328,721                  1,041,044           10,411        4,646,871               --         4,657,282

Shares issued to Bayou in
connection with the acquisition
of subsidiary                                          499,701            4,997        2,868,283               --         2,873,280

Net Loss                                                    --               --               --       (4,820,045)       (4,820,045)
                                                   -----------      -----------      -----------      -----------       -----------

Balance as of March 31, 1998                         2,082,088      $    20,821      $ 7,517,333      $(4,820,045)      $ 2,718,109
                                                   ===========      ===========      ===========      ===========       ===========
</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 nine
                                                                                                   months ended
                                                                                                    March 31,
                                                                                                       1999
                                                                                                   -----------
<S>                                                                                                <C>
CASH FLOW FROM OPERATING ACTIVITIES
    Net loss                                                                                       $(4,820,045)
    Adjustments to reconcile net loss to net cash used in operating activities                       3,873,430
                                                                                                   -----------
       Net cash used in operating activities                                                          (946,615)
                                                                                                   -----------

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

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

INCREASE IN CASH AND CASH EQUIVALENTS                                                                1,394,640
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD                                                        --
                                                                                                   -----------
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD                                                     $ 1,394,640
                                                                                                   ===========

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED
    IN OPERATING ACTIVITIES
    Items not involving cash flows:
       Depreciation                                                                                $    24,639
       Severance pay                                                                                    77,918
       Loss on sale of fixed assets                                                                        836
       Acquired research and development in process                                                  3,772,054
    Changes in operating assets and liabilities:
       Decrease  in receivable and prepaid expenses                                                    375,213
       Increase in Inventory                                                                           (20,090)
       Decrease in sundry payables and accrued expenses                                               (357,140)
                                                                                                   -----------
                                                                                                   $ 3,873,430
                                                                                                   ===========
NON-CASH INVESTING AND FINANCING ACTIVITIES
       Fair value of acquired assets and research and development in process                       $ 3,994,649
       Less - liabilities assumed                                                                   (1,067,369)
       Less - shares issued as consideration for acquisition of subsidiary                          (2,873,280)
                                                                                                   -----------
       Cash paid                                                                                        54,000
       Less cash acquired                                                                               (4,301)
                                                                                                   -----------
                                                                                                        49,699
                                                                                                   ===========
</TABLE>

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



                                       4
<PAGE>



                     SCNV ACQUISITION CORP. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

General

The financial statements as of and for the three and nine months ended March 31,
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
annual  report on Form 10-KSB  filed for the fiscal year ended June 30, 1998 and
should be read in connection  with those financial  statements.  The comparative
pro forma  financial  information  for the three and nine months ended March 31,
1998 pertain to the pro forma results of operations  of SCNV  Acquisition  Corp.
(the "Company") and Solmecs  Corporation  N.V.  ("Solmecs") and its wholly-owned
subsidiary Solmecs (Israel) Ltd. as if the combination  described below had been
effective as of July 1, 1997. The unaudited pro forma consolidated  statement of
operations  is  not  necessarily  indicative  of  what  the  actual  results  of
operations  of the Company  would have been  assuming the  combination  had been
completed as of July 1, 1997, nor is it necessarily indicative of the results of
operations for future periods.

Initial Public Offering

The  Company  was  organized  under the laws of the State of Delaware on May 19,
1997 to acquire Solmecs and 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. 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 during the four-year period commencing June
29,  1999.  The  net  proceeds  from  the  Public  Offering  were  approximately
$4,700,000.

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  has been  reflected as acquired  research and
development in process and fully



                                       5
<PAGE>


expensed at the date of the Acquisition.

Subsequent event

Subsequent to March 31, 1999, the Company has acquired 90.4% of the  outstanding
shares  of  Elecmatec  Electro-Magnetic  Technologies  Ltd.  ("Elecmatec"),   an
affiliated  company.  The purchase price for the  acquisition  included the cash
payment of $150,000 at closing,  and an  additional  payment of $150,000 paid to
selling  shareholders,  on a sliding scale basis, upon successful  completion by
Elecmatec of certain third party debt or equity financing. In addition SCNV will
loan to Elecmatec or guarantee loans taken by Elecmatec or third parties,  up to
$1,000,000 to finance Elecmatec's  activities until such financing is raised. In
connection  with this  transaction,  options to purchase 30,000 shares of Common
Stock of the Company were issued. The exercise price of each option is $1.00 per
share. As of March 31, 1999, the Company had advanced  $201,917 to Elecmatec and
provided a guarantee,  for the benefit of Elecmatec,  in the amount of $162,000,
in anticipation of the acquisition .

Elecmatec  is the owner of a patented  micro-gravity  casting  technology  which
enables  the  continuous   casting  of  metallic   composite   materials   under
gravity-free  conditions.  Elecmatec  intends to establish a production plant at
Kiryat-Gat a southern  town of Israel to produce  alloy and bi-metal  strips for
sale initially to engine bearing and other original  equipment  manufacturers in
the automotive industry.

Substantial  additional  capital will be required for the  commercialization  of
this technology.



                                       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 further 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 growth strategy,  uncertainty of the availability of additional
financing,  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  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. In furtherance of this goal, the Company acquired Solmecs,  a Netherlands
Antilles  company,  the  operations  of which are located in Israel,  which owns
certain technologies developed by such scientists in the past and actively seeks
to identify such technologies for exploitation.  The technologies of Solmecs and
technologies  identified by Solmecs for  exploitation  are in various  stages of
development and include  technologies  that have begun to be  commercialized  as
well as technologies  that the Company believes are ready for  commercialization
in the near future.

The Company  expects to manufacture and market certain  technologies  which have
been identified by Solmecs and shown to be commercially  viable.  The Company is
currently  concentrating  on the further  development and  commercialization  of
advanced  double-sided  photo-voltaic  cells and silicon  monocrystals,  both of
which are technologies developed by Russian scientists associated with the space
and military  industries  of the former  Soviet  Union,  and  identified  by the
Company for commercial  exploitation.  Pursuant to an arrangement with a Russian
company,  the  Company  has  commenced  the



                                       7
<PAGE>


commercial  distribution of novel double-sided  bi-facial  photo-voltaic  cells.
Additionally,  the  Company has  commenced  the  acquisition  of  materials  and
facilities  from such  Russian  entities for the purpose of  developing  its own
manufacturing   capabilities   for  both   photo-voltaic   cells   and   silicon
monocrystals.  Management  anticipates  establishing  production  facilities  in
Israel for both of such technologies by late 1999.

In February  1999,  the Company  acquired from a third party  certain  rights to
produce,  market and distribute an electronic  pocket dictionary on a world wide
basis,  except for Israel.  The Company has begun to market and  distribute  the
Hebrew-English electronic pocket dictionary currently manufactured by such third
party.

In May 1999, the Company  acquired 90.4% of the outstanding  shares of Elecmatec
Electro-Magnetic   Technologies,   Inc.  ("Elecmatec")  an  affiliated  company.
Elecmatec  is the owner of a patented  micro-gravity  casting  technology  which
enables  the  continuous   casting  of  metallic   composite   materials   under
gravity-free  conditions.  Elecmatec  intends to establish a production plant at
Kiryat-Gat a southern town of Israel,  to produce alloy and bi-metal  strips for
sale initially to engine bearing and other original  equipment  manufacturers in
the automotive industry.

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 the LMMHD power technology has been in development  since
the late 1970'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  intends to commence  building such a plant within the
next few years,  provided that it will be able to obtain the necessary funds for
such project

The Company is continuing in its process of identifying proprietary technologies
with  potential for  commercial  viability.  The Company  intends to implement a
four-step   process  with  respect  to  the  development  of  such   proprietary
technologies  which it  identifies  for  exploitation.  Initially  the  Company,
through its scientific,  engineering and administrative personnel, will identify
and analyze a number of such proposed  advanced  technologies.  The Company will
then  assess  the costs of  further  research  and  development  (including  the
building and testing of prototypes,  if indicated),  seek to obtain intellectual
property  rights in viable  technologies,  develop a business plan detailing the
exploitation  of such  technologies  from the  research  and  development  phase
through product  commercialization,  develop and, in some  instances,  implement
financing  strategies  to further such business  plan,  and suggest and, in some
cases,   assemble  a  team  of  scientists   and  engineers  most  suitable  for
implementation   of  such  business  plan.   Upon  completion  of  the  business
development  plan for each  project,  the  Company may seek to  manufacture  and
market  the  project   itself,   enter  into   strategic   alliances   for  such
commercialization,  or sell or license the proprietary  information and know-how
to third parties in consideration of technology transfer or license fees.

Completion  of  the  commercialization  of  the  Company's  technologies  or any
potential application of such technologies will require significant



                                       8
<PAGE>


additional effort,  resources and time, including funding  substantially greater
than is  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.

Results of Operations

The consolidated statements of operations and other financial and operating data
for the three and nine month  periods  ended March 31, 1999 are derived from the
unaudited  financial  statements of the Company included  elsewhere herein.  The
unaudited pro forma consolidated statements of operations for the three and nine
month periods ended March 31, 1998  represents the  adjustments  made to present
the combined financial position of the Company and Solmecs as if the Acquisition
had been effective as of July 1, 1997. Such pro forma  information  gives effect
to payment to officers in connection with employment agreements in the amount of
$30,000 and $90,000 for the three and nine months  periods ended March 31, 1998,
respectively.

Three  Months  Ended March 31, 1999  Compared  with Pro Forma Three Months Ended
March 31, 1998

Sales. Sales increased to $43,905 for the three months ended March 31, 1999 from
$3,161 for the three  months  ended  March 31,  1998.  The  increase in sales is
primarily  attributable to (i) the increase in sales of photo-voltaic panels, in
particular  the new  bi-facial  panels and,  (ii) the  commencement  of sales of
electronic  pocket  dictionaries  pursuant to a  distribution  arrangement  with
TextOn Ltd.

 Total Revenues.  Total revenues increased to $43,905 for the three months ended
March 31, 1999 compared to $3,161 for the three months ended March 31, 1998. The
increase is attributable to sales of photo-voltaic  panels and electronic pocket
dictionaries as set forth above.

Research and  Development  Costs.  Research and  development  costs increased by
$152,085 or 239% to $215,587 for the three months ended March 31, 1999, compared
to $63,502 for the three months ended March 31, 1998.  The increase is primarily
due to (i) the increase in salaries  resulting from the employment of additional
scientific personnel, (ii) the increase in rent fees associated with the leasing
of new  facilities  in  Omer  Industrial  Park  and  (iii)  the  acquisition  of
proprietary technologies from a third party.

Costs of Merchandise  Purchased.  Due to the increase of sales of  photo-voltaic
panels,  and to the electronic  pocket  dictionary  sales,  costs of merchandise
purchased  increased to $37,930 for the three months ended March 31, 1999,  from
$1,672 for the three months ended March 31, 1998.



                                       9
<PAGE>


Marketing Expenses.  Marketing expenses decreased by $3,350 or 8% to $39,958 for
the three  months  ended  March 31,  1999,  as compared to $43,308 for the three
months ended March 31, 1998.

General  and  Administrative  Expenses.   General  and  administrative  expenses
increased  by $64,331 or 63% to $167,206  for the three  months  ended March 31,
1999,  as compared to $102,875 for the three  months ended March 31, 1998.  This
increase is primarily  attributable  to (i) the increase in rent fees associated
with the leasing of new facilities in Omer  Industrial  Park,  (ii) salaries and
related expenses resulting from the hiring of additional personnel and, (iii) to
the expenses related to the proposed acquisition of Elecmatec by the Company.

Operating Loss.  Operating loss increased to $416,776 for the three months ended
March 31, 1999,  from  $208,196 for the three months ended March 31, 1998.  This
increase  is  primarily  attributable  to an  increase  in expenses as set forth
above.

Financing Income,  Net.  Financing income was $19,615 for the three months ended
March 31,  1999,  as  compared  to  financing  expenses of $10,945 for the three
months ended March 31, 1998. The increase is  attributable to interest earned on
deposits.

Net Loss. As a result of the  foregoing,  net loss increased to $397,161 for the
three months ended March 31, 1999 from $220,196 for the three months ended March
31, 1998.


Nine Months Ended March 31, 1999 Compared with Pro Forma Nine Months Ended March
31, 1998

Sales.  Sales increased to $51,070 for the nine months ended March 31, 1999 from
$6,511 for the nine  months  ended  March 31,  1998.  The  increase  in sales is
primarily  attributable to (i) the increase in sales of photo-voltaic panels and
cells,  including the new bi-facial panels and (ii) the commencement of sales of
electronic pocket dictionaries.

Contract  Services.  Contract  services  decreased to $1,869 for the nine months
ended March 31, 1999 from $32,365 for the nine months ended March 31, 1998.  The
decrease is  attributable to the reduction in contract  services  related to the
completion of the "Dead Sea" project.

Total  Revenues.  Total revenues  increased by $14,063 or 36% to $52,939 for the
nine months  ended March 31, 1999  compared to $38,876 for the nine months ended
March 31, 1998. The increase is primarily  attributable to the increase in sales
of  photo-voltaic  panels and cells  and,  to a lesser  extent,  on the sales of
electronic pocket dictionaries.

Research and  Development  Costs.  Research and  development  costs increased by
$330,512 or 177% to $517,655 for the nine months ended March 31, 1999,  compared
to $187,143 for the nine months ended March 31, 1998.  The increase is primarily
due to (i)



                                       10
<PAGE>


the  increase  in  salaries  due  to the  employment  of  additional  scientific
personnel,   (ii)  the  hiring  of  additional   consultants  for  new  projects
feasibility testing, (iii) the increase in rent fees associated with the leasing
of new facilities in Omer  Industrial  Park and (iv) the  acquisition of certain
proprietary technologies from a third party.

Costs of  Merchandise  Purchased.  Due  primarily  to the  increase  in sales of
photo-voltaic  cells and  panels and to a lesser  extent to sales of  electronic
pocket dictionaries, costs of merchandise purchased increased to $45,073 for the
nine months  ended March 31,  1999,  from $5,257 for the nine months ended March
31, 1998.

Costs of  Contract  Services  Performed  by  Subcontractors.  Costs of  contract
services  performed by subcontractors  decreased by $16,188 or 62% to $9,868 for
the nine months ended March 31, 1999, as compared to $26,056 for the nine months
ended March 31, 1998.  This  decrease is mainly due to the reduction in services
related to the completion of the "Dead Sea" project.

Marketing Expenses.  Marketing expenses increased by $93,887 or 128% to $167,121
for the nine months  ended March 31,  1999,  as compared to $73,234 for the nine
months ended March 31, 1998.  This  increase is  primarily  attributable  to (i)
salaries and related expenses resulting from the hiring of additional  marketing
personnel and (ii) foreign travel related to the marketing and implementation of
new technologies.

General  and  Administrative  Expenses.   General  and  administrative  expenses
increased  by $158,786 or 57% to  $439,375  for the nine months  ended March 31,
1999,  as compared to $ 280,589 for the nine months ended March 31,  1998.  This
increase  is  primarily  attributable  to  (i)  salaries  and  related  expenses
resulting  from the  hiring of  additional  personnel,  (ii)  professional  fees
associated with services rendered to the Company and Solmecs, (iii) the increase
in rent fees  associated  with the Omer  Industrial Park facilities and (iv) the
costs and  expenses  related to the  proposed  acquisition  of  Elecmatec by the
Company.

One-Time Charge of Acquired Research and Development In-Process. The acquisition
of Solmecs by the Company in July 1998 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 statement of operations as acquired research and
development in process. The Company 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  after  One-Time  Charge.  The  increase  in  operating  loss to
$4,898,207 for the nine months ended March 31, 1999,  from $533,403 for the nine
months  ended  March 31, 1998 is  primarily  due to (i) the  one-time  charge of
$3,772,054  reflecting  the write-off of acquired  research and  development  in
process, and (ii) an increase in expenses as set forth above.

Financing  Income,  Net.  Financing income was $78,998 for the nine months ended
March 31, 1999, as compared to financing  expenses of $1,239 for the nine months
ended March



                                       11
<PAGE>


31, 1998. The increase is attributable to interest earned on deposits.

Net Loss. As a result of the foregoing, net loss increased to $4,820,045 for the
nine months  ended March 31, 1999 from  $535,697 for the nine months ended March
31, 1998.

Liquidity and Capital Resources

The Company has not  generated  significant  revenues  and the Company  does not
expect to generate any meaningful  revenues for the foreseeable future and until
such time, if ever, as it  successfully  commercializes  one or more of Solmecs'
existing or future  technologies or sells proprietary  rights relating to one or
more of Solmecs'  existing  or future  technologies.  The  Company has  incurred
significant  losses  since  inception,  resulting in an  accumulated  deficit of
$4,820,045  at March  31,  1999.  The  Company's  cash  requirements  have  been
exceeding its cash flow from operations and its continuing cash requirements are
expected to be significant due to, among other things, costs associated with the
development of manufacturing  facilities for advanced  technologies  such as the
micro-gravity casting technology of Elecmatec  double-sided  photo-voltaic cells
and silicon monocrystals,  as well as the research and development of additional
technologies identified or to be identified by the Company.

At  March  31,  1999,  the  Company  had  working   capital  of  $2,524,833  and
shareholders' equity of $2,718,109.  The improvement in shareholders' equity and
working  capital  was  due  to  proceeds   received  by  the  Company  upon  the
consummation of the Public Offering on July 8, 1998.

In April  1998,  Solmecs  (Israel)  Ltd.  obtained a line of credit  facility of
approximately  $270,000  from an Israeli bank allowing for overdraft for working
capital  purposes.  The line of credit facility was secured by a fixed charge on
Solmecs  (Israel)  Ltd'.s  uncalled  share  capital and  goodwill and a floating
charge on all of its  present  and future  acquired  property  and  rights.  The
Company repaid the line of credit  facility in full on July 9, 1998 resulting in
the cancellation of the fixed and floating charges securing such obligation.

On July 8, 1998 the Company  consummated  the Public Offering of 1,041,044 Units
consisting  of Common  Stock and  Warrants  for net  proceeds  to the Company of
approximately $4,700,000 after expenses of the offering.

The Company's capital requirements will be significant. The Company is dependent
upon the  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.


                                       12
<PAGE>


Completion  of  the  commercialization  of  the  Company's  technologies  or any
potential application of such technologies  including,  without limitation,  the
technology of Elecmatec,  in which the Company  acquired a 90.4% interest in May
1999, will require significant  additional effort,  resources and time including
funding  substantially  greater  than the  proceeds of the Public  Offering  and
otherwise currently available to the Company. Moreover, the proceeds received in
the Public  Offering will be  insufficient  to satisfy the  scheduled  projects,
requiring the Company to seek additional  financing.  The Company has no current
arrangements with respect to, or sources of, additional financing, and it is not
anticipated that existing shareholders will provide any portion of the Company's
future  financing  requirements.  There  can  be no  assurance  that  additional
financing  will  be  available  to the  Company  when  needed,  on  commercially
reasonable terms, or at all.

Year 2000

In connection  with the  implementation  of its business  plan,  the Company has
evaluated and is in the process of updating its  Information  Technology  ("IT")
systems to ensure that it will have the capability to manage and manipulate data
in the year 2000 and beyond.  As the Company takes measures to be in compliance,
new programs are currently  being tested.  It is anticipated  that the Company's
"IT" systems will be  substantially  compliant by the end of the Company's first
quarter of fiscal 2000  (September  30, 1999).  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.

As the Company  enters into  commercial  relationships  it  addresses  year 2000
compliance with key business partners and  sub-contractors  and anticipates that
such key business partners and sub-contractors who are not yet compliant will be
prior to year end.



                                       13
<PAGE>



                           PART II - OTHER INFORMATION

Item 2. Changes in Securities and Use of Proceeds

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 transferrable 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  $4,700,000.  On July 8, 1998
(the closing date of the Offering) the Company applied approximately $391,000 of
net proceeds toward the repayment of indebtedness of Solmecs to a stockholder of
the  Company.  The  Company  also  repaid  approximately  $110,000  owed to such
stockholder for monies advanced for pre-offering  expenses. As of March 31, 1999
the  Company  has  applied  the  balance of net  proceeds  from the  Offering as
follows: (i) approximately $168,000 to market research and marketing activities;
(ii)  approximately  $518,000 to research and development;  (iii)  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;  (iv)  approximately  $386,000  for the  purchase of
equipment and machinery,  and (v) approximately  $439,000 to working capital and
general corporate purposes.

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

Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits

     Exhibit 27 - Financial Data Schedule

(b)  Reports on Form 8-K



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<PAGE>


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



                                          SCNV ACQUISITION CORP.
                                          (Registrant)

       May 19, 1999                  /s/  Herman Branover
                                          -------------------------------------.
                                          Professor Herman Branover
                                          President and Chief Executive Officer

       May 19, 1999                  /s/  Jacline Bavli
                                          -------------------------------------.
                                          Jacline Bavli
                                          Chief Financial Officer



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