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, 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 November 22, 1998, 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, 1999
                                   FORM 10-QSB

                                      INDEX


                                                                            Page
                                                                            ----


Part I.  FINANCIAL INFORMATION

Item 1.       Financial Statements

              Consolidated Balance Sheet as of September 30, 1999
              (Unaudited)......................................................1

              Consolidated Statements of Operations
              For the Three Months ended September 30, 1999
              and September 30, 1998 (Unaudited)...............................2

              Consolidated Statement of Changes
              in Stockholders' Equity For the Three Months
              ended September 30, 1999 (Unaudited).............................3

              Consolidated Statements of Cash Flows
              For the Three Months ended September 30, 1999
              and September 30, 1998 (Unaudited)...............................4

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



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

Part II. OTHER INFORMATION

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

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



                                      -ii-

<PAGE>





                     SCNV ACQUISITION CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET

                                   (Unaudited)

                                                                   September 30,
                                      ASSETS                           1999
                                      ------                        -----------
CURRENT ASSETS:
    Cash and cash equivalents                                       $   707,728
    Trade receivables                                                    46,721
    Inventory                                                            29,287
    Other receivables and prepaid expenses                               95,099
                                                                    -----------
                 Total current assets                                   878,835
                                                                    -----------

PROPERTY AND EQUIPMENT, net of accumulated
    depreciation and amortization of $175,258                         1,131,503

OTHER ASSETS, net of amortization of $6,500                              23,500
                                                                    -----------
                 Total assets                                       $ 2,033,838
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

CURRENT LIABILITIES:
    Short-term borrowings                                           $   102,546
    Trade payables                                                       69,965
    Sundry payables and accrued expenses                                294,272
                                                                    -----------
                 Total current liabilities                              466,783
                                                                    -----------

NONCURRENT LIABILITIES:
    Long-term loan                                                      200,000
    Accrued severance pay                                               122,590
                                                                    -----------
                 Total noncurrent liabilities                           322,590
                                                                    -----------
                 Total liabilities                                      789,373
                                                                    -----------
STOCKHOLDERS' EQUITY:
    Preferred stock $.01 par value, 1,000,000 shares authorized;
       none issued and outstanding                                         --
    Common stock $.01 par value, 10,000,000 shares authorized;
       2,082,088 shares issued and outstanding                           20,821
    Additional paid-in capital                                        7,517,333
    Accumulated deficit                                              (6,293,689)
                                                                    -----------
                 Total stockholders' equity                           1,244,465
                                                                    -----------
                 Total liabilities and stockholders' equity         $ 2,033,838
                                                                    ===========


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


                                       1
<PAGE>


                     SCNV ACQUISITION CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                          For the three months ended
                                                                                 September 30,
                                                                          --------------------------
                                                                              1999           1998
                                                                          -----------    -----------
<S>                                                                       <C>            <C>
REVENUES:
    Sales                                                                 $    49,191    $       189
    Contract services                                                              --            684
                                                                          -----------    -----------
                 Total revenues                                                49,191            873
                                                                          -----------    -----------

COSTS AND EXPENSES:
    Research and development costs                                            203,393        145,205
    Cost of merchandise purchased                                              46,301            168
    Marketing expenses                                                         90,698         67,673
    General and administrative expenses                                       273,122        127,743
                                                                          -----------    -----------
                 Total costs and expenses                                     613,514        340,789
                                                                          -----------    -----------
                 Loss before one-time charge                                 (564,323)      (339,916)

ONE-TIME CHARGE OF ACQUIRED RESEARCH AND DEVELOPMENT IN PROCESS
                                                                                   --     (3,772,054)
                                                                          -----------    -----------
                 Operating loss                                              (564,323)    (4,111,970)

FINANCING INCOME, net                                                          10,896         22,608

MINORITY INTEREST                                                                  --             --
                                                                          -----------    -----------
                 Net loss                                                 $  (553,427)   $(4,089,362)
                                                                          ===========    ===========

NET LOSS PER COMMON SHARE, basic and diluted                              $     (0.27)   $     (1.96)
                                                                          ===========    ===========

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 these consolidated statements.


                                       2
<PAGE>

                     SCNV ACQUISITION CORP. AND SUBSIDIARIES
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                  FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999
                                   (Unaudited)

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

    Net loss for the three months
       ended September 30, 1999                             --               --               --         (553,427)         (553,427)
                                                   -----------      -----------      -----------      -----------       -----------

BALANCE, September 30, 1999                          2,082,088      $    20,821      $ 7,517,333      $(6,293,689)      $ 1,244,465
                                                   ===========      ===========      ===========      ===========       ===========
</TABLE>



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


                                       3
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                 For the three months ended
                                                                                        September 30,
                                                                                 --------------------------
                                                                                     1999           1998
                                                                                 -----------    -----------
<S>                                                                              <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                                     $  (553,427)   $(4,089,362)
    Adjustments to reconcile net loss to net cash used in operating activities      (248,572)     3,985,443
                                                                                 -----------    -----------
                 Net cash used in operating activities                              (801,999)      (103,919)
                                                                                 -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Acquisition of subsidiary, net of cash required                                       --        (49,699)
    Purchase of fixed assets                                                         (93,249)       (40,874)
    Short-term investments, net                                                    1,127,166       (685,648)
    Proceeds from sale of fixed assets                                                    --          5,708
                                                                                 -----------    -----------
                 Net cash provided by (used in) investing activities               1,033,917       (770,513)
                                                                                 -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from initial public offering                                                 --      4,698,612
    Short-term borrowings, net                                                       (49,352)      (743,132)
                                                                                 -----------    -----------
                 Net cash used in financing activities                               (49,352)     3,955,480
                                                                                 -----------    -----------
                 Increase in cash and cash equivalents                               182,566      3,081,048

CASH AND CASH EQUIVALENTS, beginning of period                                       525,162             --
                                                                                 -----------    -----------

CASH AND CASH EQUIVALENTS, end of period                                         $   707,728    $ 3,081,048
                                                                                 ===========    ===========

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES:
       Items not involving cash flows-
          Depreciation and amortization                                          $    16,149    $     8,108
          Severance pay                                                                8,261         74,140
          Loss on sale of equipment                                                       --            836
          Acquired research and development in progress                                   --      3,772,054
       Changes in operating assets and liabilities-
              Increase in trade receivables                                          (35,790)
              Decrease in inventory                                                    1,308
              Decrease in other receivables and prepaid expenses                      18,189        625,115
              Decrease in trade payables                                            (262,065)
              Increase (decrease) in sundry payables and accrued expenses              5,376       (494,810)
                                                                                 -----------    -----------
                                                                                 $  (248,572)   $ 3,985,443
                                                                                 ===========    ===========

NON-CASH INVESTING AND FINANCING ACTIVITIES
       Fair value of acquired assets and research and development in progress                   $ 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 these consolidated statements.


                                       4
<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, 1999
and 1998 are  unaudited;  however in the opinion of management  all  adjustments
(consisting  solely  of  normal  recurring  adjustments)  necessary  for a  fair
presentation of the financial statements for the interim periods have been made.
The  financial  statements  have been prepared in a manner  consistent  with the
10-KSB  filed for the fiscal  years  ended June 30,  1999 and 1998 and should be
read in connection with those financial statements.  The unaudited  consolidated
statement  of  operations  is  not  necessarily  indicative  of the  results  of
operations for future periods.

Business

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

Initial Public Offering

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

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

Acquisition of Solmecs

Simultaneously with the consummation of the Public Offering the Company acquired
all of the issued and outstanding  capital stock of Solmecs (the  "Acquisition")
in  consideration  for 499,701  shares of the  Company's  common stock issued to
Bayou International Ltd. ("Bayou"),  the parent 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

                                       5
<PAGE>

development  in  process  and  fully  expensed  at the date of the  Acquisition.
Solmecs,   the  operations  of  which  are  located  in  Israel,   owns  certain
technologies  developed  by it in the past.  The  technologies  of  Solmecs  and
certain  offshoots of such technologies are in various stages of development and
include   technologies   that  have  begun  to  be  commercialized  as  well  as
technologies  that the Company believes will be ready for  commercialization  in
the near future.

Acquisition of Elecmatec

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

Going Concern

The Company has incurred substantial operating losses and at September 30, 1999,
has an  accumulated  deficit of  approximately  $6,300,000.  The  Company is not
generating  sufficient  revenues from its  operations to fund its activities and
anticipates  that it will continue to incur losses for some time. The Company is
continuing  its  efforts  in  research  and   development   which  will  require
substantial additional expenditures.  As such, the Company's ability to continue
as a going concern is dependent  upon its ability to raise  resources to finance
its operations.  This fact raises  substantial doubt about the Company's ability
to continue as a going concern.

The Company is also  negotiating  with  potential  investors/partners  who would
provide debt and/or equity financing to the Company.  There is no assurance that
additional   financing  will  be  available  to  the  Company  when  needed,  on
commercially  reasonable terms or at all. Moreover,  to the extent that there is
equity financing, there will be substantial dilution to existing stockholders of
the Company.

                                       6
<PAGE>

Item 2.

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

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

General

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

The  Company  is  actively   engaged  in  the  commercial   development  of  two
technologies  previously  identified by Solmecs,  namely (i) advanced  bi-facial
photovoltaic  panels and (ii) monocrystals of silicon. In November 1998, Solmecs
acquired materials,  equipment and engineering  services in order to establish a
manufacturing  facility  in Israel for both  one-sided  and  advanced  bi-facial
photovoltaic  panels.  The  Company  anticipates  that a  commercial  production
facility  will be completed in early 2000,  provided that the Company is able to
obtain additional financing. The Company will also require additional funds,


                                       7
<PAGE>

not currently  available to the Company,  to operate the production facility and
acquire raw  materials  for the  production  of  commercial  quantities.  If the
Company  is  able to  obtain  such  additional  funds,  on a  timely  basis,  it
anticipates  commercial production of photovoltaic panels during the 2000 fiscal
year.  During the 1999 fiscal year, the Company received limited purchase orders
for  photovoltaic   panels,  which  were  filled  by  the  Company  through  its
distribution arrangement with a Russian manufacturer.

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

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

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



                                       8
<PAGE>

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

Completion of the research,  development and  commercialization of the Company's
technologies  or any potential  application  of such  technologies  will require
significant additional effort, resources and time. Such research and development
efforts remain subject to all of the risks  associated  with the  development of
new products based on emerging and innovative technologies,  including,  without
limitation,   unanticipated   technical  or  other  problems  and  the  possible
insufficiency of the funds allocated to complete such  development,  which could
result in delay of research or development or substantial  change or abandonment
of research and development activities.

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

The Company has incurred substantial operating losses and at September 30, 1999,
has an  accumulated  deficit of  approximately  $6,293,689.  The  Company is not
generating  sufficient  revenues from its  operations to fund its activities and
anticipates  continued losses. The Company is continuing its efforts in research
and development which will require substantial additional expenditures. As such,
the  Company  is  dependent  upon its  ability  to raise  resources  to  finance
operations.  This fact raises  substantial  doubt that the Company's  ability to
continue as a going concern.

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

Results of Operations

The consolidated  statement of operations and other financial and operating data
for the three month periods  ended  September 30, 1998 and 1999 are derived from
the unaudited financial statements of the Company included elsewhere herein.



                                       9
<PAGE>

Three Months Ended September 30, 1999 Compared with Three Months Ended September
30, 1998

     Sales.  Sales increased to $49,191 for the three months ended September 30,
1999 as compared to $189 for the three months  ended  September  30,  1998.  The
increase was  attributable  to sales of photovoltaic  panels,  a form of silicon
monocrystals and sales of electronic pocket dictionaries in the United States.

     Contract Services. There were no contract services performed by the Company
for the three months ended September 1999.

     Total  Revenues.  Total  revenues  increased  by $48,318 to $49,191 for the
three  months  ended  September  30, 1999  compared to $873 for the three months
ended  September 30, 1998. The increase is attributable to the increase in sales
of products stated herein.

     Research  and  Development  Costs.   Research  and  development  and  costs
increased by $58,188 or 40% to $203,393  for the three  months  ended  September
1999,  as compared to $145,205 for the three months ended  September  1998.  The
increase is mainly due to the development of the new English-Spanish  electronic
pocket dictionary and to the commencement of production and development tests of
the silicon monocrystal project.

     Cost of Merchandise Purchased.  Costs of merchandise purchased increased by
$46,133 to $46,301 for the three months  ended  September  1999,  as compared to
$168 for the three months ended  September 1998. The increase is attributable to
the increase in sales of  photovoltaic  panels,  silicon  ingots and  electronic
pocket dictionaries.

     Marketing  Expenses.  Marketing  expenses  increased  by $23,025 or 34%, to
$90,698 for the three months ended  September  1999,  as compared to $67,673 for
the three months ended September  1998. This increase is primarily  attributable
to the additional products in Solmecs and the addition of Elecmatec's products.

     General and Administrative  Expenses.  General and administrative  expenses
increased by $145,379 or 114%, to $273,122 for the three months ended  September
1999, as compared to $127,743 for the three months ended  September  1998.  This
increase is primarily attributable to the costs and expenses due to the addition
of Elecmatec.

     One-Time  Charge of  Acquired  Research  and  Development  In-Process.  The
acquisition  of Solmecs by the Company has been  accounted for as a purchase and
the excess  purchase price over fair value of assets  acquired of $3,772,054 has
been  reflected in the Company's  consolidated  statement of operations  for the
three month period ended September 30, 1998 as acquired research and development
in process. The Company has recorded a one-time charge for the write-off in full
of such research and development in process as of the date of the Acquisition.



                                       10
<PAGE>

     Operating Loss.  Operating Loss decreased by $3,547,647 to $564,323 for the
three months  ended  September  1999,  as compared to  $4,111,970  for the three
months  ended   September  1998.  The  decrease  in  operating  loss  is  solely
attributable  to the one-time  charge of $3,772,054  reflecting the write-off of
acquired research and development in process in 1998.

     Financing  Income,  Net.  Financing income was $10,896 for the three months
ended September  1999, as compared to financing  income of $22,608 for the three
months ended  September  1998,  primarily as a result of interest  earned by the
Company on deposits of net proceeds of the Public Offering not immediately  used
in the operation of the Company.

     Net Loss and Net Loss Per Share. As a result of the foregoing, net loss was
$553,427 ($0.27 per share) for the three months ended September 1999 as compared
to $4,089,362 ($1.96 per share) for the three months ended September 1998.


Liquidity and Capital Resources

As of  September  30,  1999,  the  Company  had  working  capital  of  $412,051,
shareholders' equity of $1,244,465 and an accumulated deficit of $6,293,689.

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 $4,600,000 after expenses of the offering.

In May 1998, the Company acquired a 90.4% interest in Elecmatec.  In addition to
the initial acquisition price of $150,000, the Company has agreed to loan to, or
guarantee loans taken by,


                                       11
<PAGE>

Elecmatec, of up to $1,000,000,  of which approximately $445,000 has been loaned
by the Company to Elecmatec as of September 30, 1999, and approximately $162,000
is available to Elecmatec by way of such guarantee. In addition, the Company has
agreed to pay $150,000 to current shareholders of Elecmatec,  on a sliding-scale
basis, in the event Elecmatec obtains third-party debt or equity financing of at
least $500,000. The Company is also required,  under certain  circumstances,  to
pay former  shareholders  of Elecmatec an amount equal to 10% of Elecmatec's net
income, up to an aggregate payment of $360,000.

Inflation

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

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



                                       12
<PAGE>

Year 2000

The Company has evaluated and updated its Information  Technology ("IT") systems
to ensure that it will have the capability to manage and manipulate  data in the
year 2000 and beyond. The Company has performed "Year 2000"  functionality tests
of its computer and IT systems and such tests have been successful.  The Company
believes  that  its IT  systems  are  substantially  compliant  with  Year  2000
requirements.  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

(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, 1999 the Company has applied the balance of
     net proceeds from the Offering as follows:  (i)  approximately  $280,500 to
     market research and marketing  activities;  (ii) approximately  $919,000 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  $1,100,000
     for the  purchase  of  equipment  and  machinery;  and  (vi)  approximately
     $1,145,000  to  working  capital  and  general  corporate  purposes.  As of
     September  30, 1999,  approximately  $600,000 of the net proceeds  from the
     offering  remained,  a substantial  portion of which has subsequently  been
     expended.

     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

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<PAGE>

          Exhibit 27 - Financial Data Schedule

     (b)  Reports on Form 8-K

          No  reports  on Form 8-K were  filed by the  Company  during the three
          month period ended September 30, 1999.


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<PAGE>


                     SCNV ACQUISITION CORP. AND SUBSIDIARIES

                                   SIGNATURES



     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized on the 22nd day of November 1999.



                                SCNV ACQUISITION CORP.
                                (Registrant)


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


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


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