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 SEPTEMBER 30

[_]  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 November 30, 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 SEPTEMBER 30, 2000
                                   FORM 10-QSB

                                      INDEX


                                                                            Page
                                                                            ----


Part I. FINANCIAL INFORMATION

Item 1.  Financial Statements

         Consolidated Balance Sheet as of September 30, 2000
         (Unaudited)...........................................................3

         Consolidated Statements of Operations
         For the three months ended September 30, 2000 and,
         1999 (Unaudited)......................................................4

         Consolidated Statement of Changes
         in Stockholders' Equity (Deficit) for the three months
         ended September 30, 2000 (Unaudited)..................................5

         Consolidated Statements of Cash Flows For the three months
         ended September 30, 2000 and 1999
         (Unaudited)...................................................   .....6

         Notes to Unaudited Consolidated Financial Statements..................7



Item 2.  Management's Discussion and Analysis of Financial Condition
         And Results of Operations ...........................................11

Part II. OTHER INFORMATION

Item 2. Changes in Securities and Use of Proceeds.............................19

Item 6. Exhibits and Reports on Form 8-K......................................20


                                       2
<PAGE>

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

<TABLE>
<CAPTION>

 ASSETS                                                                  September 30,
                                                                              2000
                                                                          -----------
<S>                                                                       <C>
CURRENT ASSETS
      Cash and cash equivalents                                           $   186,027
      Trade receivables                                                        12,145
      Inventory                                                                46,878
      Other receivables and prepaid expenses                                   46,864
                                                                          -----------
           Total current assets                                               291,914
                                                                          -----------

PROPERTY AND EQUIPMENT, net of accumulated depreciation
      and amortization of $229,559                                          1,267,172

OTHER ASSETS, net of amortization of $12,500                                   17,500
                                                                          -----------
           Total assets                                                   $ 1,576,586
                                                                          ===========

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
      Short-term borrowings                                               $   700,780
      Trade payables                                                          167,375
      Sundry payables and accrued expenses                                  1,068,933
                                                                          -----------
           Total current liabilities                                        1,937,088
                                                                          -----------

 LONG TERM LIABILITIES
      Long term loan                                                          200,000
      Accrued severance pay                                                   156,099
                                                                          -----------
           Total long term liabilities                                        356,099
                                                                          -----------
           Total liabilities                                                2,293,187
                                                                          -----------

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                                            7,517,333
      Accumulated deficit                                                  (8,254,755)
                                                                          -----------
           Total shareholders' equity (deficit)                              (716,601)
                                                                          -----------
           Total liabilities and shareholders' equity (deficit)           $ 1,576,586
                                                                          ===========
</TABLE>

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


                                       3
<PAGE>

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

<TABLE>
<CAPTION>
                                                              For the three moths ended
                                                                   September 30,
                                                                 2000          1999
                                                             -----------    -----------
<S>                                                          <C>            <C>
 REVENUES

    Sales                                                    $    31,820    $    49,191
                                                             -----------    -----------
        Total revenues                                            31,820         49,191
                                                             -----------    -----------

COSTS AND EXPENSES

    Research and development costs                           $    59,370    $   203,393
    Cost of merchandise purchased                                 25,189         46,301
    Marketing expenses                                            83,112         90,698
    General and administrative expenses                          157,082        273,122
                                                             -----------    -----------
        Total costs and expenses                                 324,753        613,514
                                                             -----------    -----------

        Operating Loss                                          (292,933)      (564,323)

FINANCING INCOME  (EXPENSES) NET                                 (45,510)        10,896
                                                             -----------    -----------

        Net loss                                             $  (338,443)   $  (553,427)
                                                             ===========    ===========

Net loss per common share, basic and diluted                 $     (0.16)   $     (0.27)
                                                             ===========    ===========
Weighted average number of common
        shares outstanding, basic and diluted                  2,082,088      2,082,088
                                                             ===========    ===========
</TABLE>



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


                                       4
<PAGE>

                     SCNV ACQUISITION CORP. AND SUBSIDIARIES
      CONSOLIDATED STATEMENT OF CHANGES IN SHARES HOLDER'S EQUITY (DEFICIT)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                               Additional
                                    Number of       Share        Paid-In-    Accumulated
                                      Shares       Capital       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)

Net Loss                                  --            --            --        (338,443)      (338,443)
                                   -----------   -----------   -----------   -----------    -----------

Balance as of September 30, 2000     2,082,088   $    20,821   $ 7,517,333   $(8,254,755)   $  (716,601)
                                   ===========   ===========   ===========   ===========    ===========
</TABLE>


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



                                       5
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                For the three months ended
                                                                                      September 30,
                                                                                   2000           1999
                                                                                -----------    -----------
<S>                                                                             <C>            <C>
CASH FLOW FROM OPERATING ACTIVITIES
   Net loss                                                                     $  (338,443)   $  (553,427)
   Adjustments to reconcile net loss to net cash used in operating activities       160,656       (248,572)
                                                                                -----------    -----------
      Net cash used in operating activities                                        (177,787)      (801,999)
                                                                                -----------    -----------

CASH FLOW FROM INVESTING ACTIVITIES
   Investment in fixed assets                                                          (439)       (93,249)
   Short-term investments, net                                                         --        1,127,166
                                                                                -----------    -----------
      Net cash provided by (used in) investing activities                              (439)     1,033,917
                                                                                -----------    -----------

CASH FLOW FROM FINANCING ACTIVITIES
   Short term borrowings, net                                                       350,484        (49,352)
                                                                                -----------    -----------
      Net cash provided by (used in) financing activities                           350,484        (49,352)
                                                                                -----------    -----------

INCREASE  IN CASH AND CASH EQUIVALENTS                                              172,198        182,566
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD                                 13,829        525,162
                                                                                -----------    -----------
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD                                  $   186,027    $   707,728
                                                                                ===========    ===========

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED
   IN OPERATING ACTIVITIES
   Items not involving cash flows:
      Depreciation                                                              $    15,202    $    16,149
      Severance pay                                                                  11,655          8,261
   Changes in operating assets and liabilities:
      Decrease (increase) in trade receivable                                         7,495        (35,790)
      Decrease in Inventory                                                            --            1,308
      Decrease in other receivable and prepaid expenses                              18,209         18,189
      Increase (decrease) in trade payables                                          36,462       (262,065)
      Increase (decrease) in sundry payables and accrued expenses                    71,633          5,376
                                                                                -----------    -----------
                                                                                $   160,656    $  (248,572)
                                                                                ===========    ===========
</TABLE>


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



                                       6
<PAGE>

                     SCNV ACQUISITION CORP. AND SUBSIDIARIES

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


General

The financial statements as of and for the three months ended September 30, 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.




                                       7
<PAGE>

Acquisition of Solmecs

Simultaneously with the consummation of the Public Offering the Company acquired
all of the issued and outstanding  capital stock of Solmecs (the  "Acquisition")
in  consideration  for 499,701  shares of the  Company's  common stock issued to
Bayou International Ltd. ("Bayou"),  the parent of Solmecs.  The Acquisition has
been  accounted for as a purchase.  The excess of purchase price over fair value
of assets  acquired  of  $3,772,054  was  reflected  as  acquired  research  and
development  in  process  and  fully  expensed  at the date of the  Acquisition.
Solmecs,   the  operations  of  which  are  located  in  Israel,   owns  certain
technologies  developed  by it in the past.  The  technologies  of  Solmecs  and
certain  offshoots of such technologies are in various stages of 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  $288,057 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 September 30, 2000,
has an  accumulated  deficit of  approximately  $8,254,755.  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.


                                       8
<PAGE>

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 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"),  of which $382,000 was received through September
30, 2000 and the  remaining  amount was received  during  October,  November and
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. 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.


                                       9
<PAGE>

     The Notes are due to mature on the first  anniversary of their issuance and
all  principal  and accrued  profit on such Notes will become due and payable at
such time.  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  profit under the Notes.  As of the balance sheet date no
warrants or convertible notes were issued.

     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.

     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.



                                       10
<PAGE>

Item 2.

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

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

General

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

The  Company  is  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


                                       11
<PAGE>

bi-facial  photovoltaic  panels. The Company,  however,  will require additional
funds,  not  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 September  30, 2000,  had an
accumulated deficit of approximately $8,254,755. 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


                                       12
<PAGE>

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 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


                                       13
<PAGE>

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  has  agreed  to serve as
President  of the Company and acting 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.  As  compensation  for its
services,  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
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.

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.



                                       14
<PAGE>

Results of Operations

The consolidated  statement of operations and other financial and operating data
for the three month periods  ended  September 30, 1999 and 2000 are derived from
the unaudited financial statements of the Company included elsewhere herein.

Three Months Ended September 30, 2000 Compared with Three Months Ended September
30, 1999

     Sales.  Sales decreased to $31,820 for the three months ended September 30,
2000 as compared to $49,191 for the three months ended  September 30, 1999.  The
decrease was attributable to the company's strategic decision to nearly stop the
production of photovoltaic panels and electronic dictionaries.

     Total  Revenues.  Total  revenues  decreased  by $17,371 to $31,820 for the
three months ended  September  30, 2000 compared to $49,191 for the three months
ended  September 30, 1999. The decrease is attributable to the decrease in sales
of products stated herein.

     Research and Development Costs. Research and development costs decreased by
$144,023 or 70.81% to $59,370 for the three months ended  September 30, 2000, as
compared to $203,393 for the three months ended September 30, 1999. The decrease
is mainly due to postponement of most of the Company's  research and development
programs pending consummation of additional financing.

     Cost of Merchandise Purchased.  Costs of merchandise purchased decreased by
$21,112 to $25,189 for the three months ended September 30, 2000, as compared to
$46,301  for the  three  months  ended  September  30,  1999.  The  decrease  is
attributable to the decrease in sales.

     Marketing  Expenses.  Marketing  expenses  decreased by $7,586 or 8.36%, to
$83,112 for the three months ended  September  30, 2000,  as compared to $90,698
for the three  months ended  September  30,  1999.  This  decrease is due to the
decrease in personnel and lack of liquidity.

     General and Administrative  Expenses.  General and administrative  expenses
decreased  by  $116,040  or  42.49%,  to  $157,082  for the three  months  ended
September 30, 2000, as compared to $273,122 for the three months ended September
30, 1999. This decrease is attributable to the company restricting its expenses.

     Operating  Loss.  Operating  loss decreased by $271,390 to $292,933 for the
three months  ended  September  30, 2000,  as compared to $564,323 for the three
months ended  September  30, 1999.  The decrease in operating  loss is primarily
attributable to the aforementioned

     Financing  Income(Expenses),Net.  Financing  expenses  were $45,510 for the
three  months ended  September  30,  2000,  as compared to  financing  income of
$10,896 for the three months


                                       15
<PAGE>

ended September 30, 1999,  primarily as a result of interest paid by the Company
on borrowings in 2000 as compared to interest  earned by the Company on deposits
in 1999.

     Net Loss and Net Loss Per Share. As a result of the foregoing, net loss was
$338,443  ($0.16 per share) for the three  months  ended  September  30, 2000 as
compared to $553,427  ($0.27 per share) for the three months ended September 30,
1999.


Liquidity and Capital Resources

As of September  30, 2000,  the Company had a deficiency  of working  capital of
$1,645,174 and an accumulated deficit of $8,254,755.

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
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"),  of which $382,000 was received through September
30, 2000 and the  remaining  amount was received  during  October,  November and
December,  2000. In connection  with such  services,  Crestwood's  President and
Chief  Executive  Officer  has agreed to serve as  President  of the Company and
acting 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. 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


                                       16
<PAGE>

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
all  principal  and accrued  profit on such Notes will become due and payable at
such time.  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  profit under the Notes.  As of the balance sheet date, no
warrants or convertible notes were issued.

     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  September  30, 2000 the Company had
accrued and unpaid salaries and related expenses of approximately $260,000.

     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 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  13,  2000,  the  rate  of  inflation  in  Israel  is
approximately  1.5% 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,


                                       17
<PAGE>

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.



                                       18
<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 September  30, 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.



                                       19
<PAGE>

Item 6.        Exhibits and Reports on Form 8-K

     (a)  Exhibits

          Exhibit 27 - Financial Data Schedule

     (b)  Reports on Form 8-K

          No reports on Form 8-K were filed by the Company during the nine month
          period ended September 30, 2000.


                                       20
<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 6th day of December` 2000.



                                         SCNV ACQUISITION CORP.
                                            (Registrant)


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


                                         ---------------------------------------
                                         Dr. Shaul Lesin
                                         EVP & CFO




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