<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION



                             Washington, D.C. 20549

                                   FORM 10-QSB

      Quarterly report under Section 13 or 15(d) of the Securities Exchange
                                   Act of 1934

 For the quarterly period ended December 31, 1998 Commission file number 0-15148
                                    ---------

                          SCIENTIFIC NRG, INCORPORATED
             (Exact name of registrant as specified in its charter)

                                    Minnesota
         (State or Other Jurisdiction of Incorporation or Organization)

                                2246 Lindsay Way
                           Glendora, California 91740
                    (Address of Principal Executive Offices)

                                   41-1457271
                      (I.R.S. Employer Identification No.)


       Registrant's telephone number, including area code: (909) 305-0322
                                  ------------

        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
                                                                      ---   ---

        State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date. At February 10, 1999 the
registrant had 5,586,163 shares of common stock, no par value, issued and
outstanding.




<PAGE>   2

                                        2


                                TABLE OF CONTENTS



<TABLE>
<CAPTION>
                                                                        PAGE
                                                                        ----
<S>                                                                    <C>
                                     PART I

Item 1.  FINANCIAL STATEMENTS.                                            3

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS.                            3


                                     PART II

Item 1.  LEGAL PROCEEDINGS.                                              11

Item 2.  CHANGES IN SECURITIES.                                          11

Item 3.  DEFAULT UPON SENIOR SECURITIES.                                 11

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY - HOLDERS.          11

Item 5.  OTHER INFORMATION.                                              11

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K.                               13
</TABLE>




<PAGE>   3

                                       3



                                     PART I

Item 1.  Financial Statements.

        The Company's unaudited condensed balance sheet as of the end of the
Company's most recent quarter, December 31, 1998 and unaudited condensed
statements of operations for the three and six month period and statements of
cash flow for the six month period up to the date of the balance sheet and the
comparable period of the preceding fiscal year are attached hereto as pages 5
through 10 and are incorporated herein by this reference.

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

        The following discussion and analysis should be read in conjunction with
the Company's audited financial statements and management's Discussion and
Analysis of Financial Condition and results of Operations included in the
Company's Annual Report on Form 10-KSB, filed with the Securities and Exchange
Commission on August 15, 1998.

        The following discussion includes "forward looking statements" ( "FLS" )
that represent management's assessment of future performance and its goals.
There are no assurances that the forward looking statements will be achieved.


RESULTS OF OPERATIONS

        The three and six month period ended December 31, 1998 compared to the
three and six month period ended December 31, 1997.

        The Company realized a net gain of $ 29,408, or $.01 per share for the
three month period ended December 31, 1998, compared to a net loss of $ 8,801 or
$.(01) per share for the corresponding period of the prior fiscal year. The
Company realized a net gain of $ 3,114 or $ .01 per share for the six month
period ended December 31, 1998, compared to a net loss of $ 50,066 or $.(01) per
share for the corresponding period of the prior fiscal year. Management
attributes these gains to the Company's reduced overhead.

        Net sales of the Company during the three months ended December 31, 1998
increased $ 10,952 or 6.8% from the corresponding period of the prior fiscal
year. Net sales of the Company during the six months ended December 31, 1998
decreased $ 11,544 or 4.5% from the corresponding period of the prior fiscal
year.

        Gross profit from operations during the three months ended December 31,
1998 increased $ 2,159 or 3.3% from the gross profit from the corresponding
period of the prior fiscal year. Gross profit from operations during the six
months ended December 31, 1998 increased $ 11,510 or 12.3% from the
corresponding period of the prior fiscal year. Management attributes these
improvements to the Company's reduced fixed overhead.

        General, administrative and selling costs for the three months ended
December 31, 1998 decreased by $ 36,161, and decreased as a percentage of sales
from 45.6% of sales to 21.9% of sales in comparison to the corresponding period
of the prior fiscal year. General, administrative and selling costs for the six
months ended December 31, 1998 decreased by $ 41,617 and decreased as a
percentage of sales from 55.8% of sales to 41.3% of sales in comparison to the
corresponding period of the prior fiscal year. The reduction in overhead for the
three and six months ended December 31, 1998 indicates management's continued
efforts to reduce costs.



<PAGE>   4

                                       4



LIQUIDITY AND CAPITAL RESOURCES

        The six month period ended December 31, 1998 compared to the six month
period ended December 31, 1997.

        The Company had negative cash flow from operating activities for the six
month period ended December 31, 1998 of $383 compared to a negative cash flow
of $705 for the six month period ended December 31, 1997.

        At December 31, 1998, the Company had net working capital of $54,169,
compared to a net negative working capital of $37,392 at June 30, 1998. An
increase in working capital of $91,561, is primarily the result of the issuance
of common stock as discussed below.


        During the quarter ended September 30, 1998, the Company issued
1,382,740 shares of its common stock, no par value, in exchange for legal
services and administrative service rendered and for future services during the
fiscal year ended June 30, 1999. The shares were valued at nine cents per share.
The Company registered these shares by filing form S-8 with the Securities
Exchange Commission on August 14, 1998.



<PAGE>   5

                                       5



                          SCIENTIFIC NRG, INCORPORATED

                          PART I. FINANCIAL INFORMATION
                     Item 1. Condensed Financial Statements

                            CONDENSED BALANCE SHEETS




<TABLE>
<CAPTION>
                                                           December 31               June 30,
                                                              1998                     1998
             ASSETS                                        (Unaudited)         
                                                           -----------             -----------
<S>                                                        <C>                     <C>        
CURRENT ASSETS
  Cash                                                     $    13,984             $    14,367
  Trade receivables, less allowance for
    doubtful accounts at December 31, 1998
    and June 30, 1998 of $9,658                                105,866                  52,755
  Inventories (Note 2)                                          93,103                  80,623
  Prepaid expenses                                               3,683                   1,708
                                                           -----------             -----------

         Total current assets                                  216,636                 149,453

Property and Equipment, net                                      1,247                   2,129
                                                           -----------             -----------

         Total assets                                      $   217,883             $   151,582
                                                           ===========             ===========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
  Accounts payable                                         $    43,495             $    40,245
  Accrued compensation                                          47,703                  45,000
  Other accrued expenses                                        72,517                 102,000
                                                           -----------             -----------

        Total current liabilities                              163,715                 187,245
                                                           -----------             -----------

STOCKHOLDERS' EQUITY (DEFICIT)
  Common stock, no par value;
    authorized 40,000,000 shares;
    issued and outstanding:
      December 31,1998 5,586,163 shares
      June 30, 1998 4,203,423 shares                         3,633,426               3,546,707
  Additional paid-in capital                                    11,970                  11,970
  Accumulated deficit                                       (3,591,228)             (3,594,340)
                                                           -----------             -----------

        Total  stockholders' equity (deficit)                   54,168                 (35,663)

                                                           $   217,883             $   151,582
                                                           ===========             ===========
</TABLE>


                       See accompanying notes to unaudited
                         condensed financial statements




<PAGE>   6

                                       6



                          SCIENTIFIC NRG, INCORPORATED

                        CONDENSED STATEMENT OF OPERATIONS
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                                    Three Months Ended December 31,          Six Months Ended December 31,
                                                        1998                1997                1998                1997
                                                    -----------         -----------         -----------         -----------
<S>                                                 <C>                 <C>                 <C>                 <C>        
Net sales                                           $   173,587         $   162,635         $   244,239         $   255,783

Cost of sales                                           105,235              96,442             138,703             161,757
                                                    -----------         -----------         -----------         -----------

Gross profit                                             68,352              66,193             105,536              94,026

Operating expenses:
  General, administrative,
    and selling costs                                    38,028              74,189             101,023             142,640
  Research and development                                  716                 605                 999               1,052
                                                    -----------         -----------         -----------         -----------

Income (Loss) from operations                            29,608              (8,601)              3,514             (49,666)

Other income                                                 --                  --                  --                  --
Interest expense                                             --                  --                  --                  --
                                                    -----------         -----------         -----------         -----------

Income (Loss) before provision for taxes and
   extraordinary gain                                    29,608              (8,601)              3,514             (49,666)

Provision for taxes                                        (200)               (200)               (400)               (400)
                                                    -----------         -----------         -----------         -----------

Net Income (Loss)                                   $    29,408         $    (8,801)        $     3,114         $   (50,066)
                                                    ===========         ===========         ===========         ===========

Weighted average number
  of shares outstanding                               5,586,163           4,203,423           5,586,163           4,203,423
                                                    ===========         ===========         ===========         ===========


Net Income (Loss) per common share                  $      0.01         $     (0.01)        $      0.01         $     (0.01)
                                                    ===========         ===========         ===========         ===========
</TABLE>



                       See accompanying notes to unaudited
                         condensed financial statements





<PAGE>   7


                                       7



                          SCIENTIFIC NRG, INCORPORATED

                  CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY
                  (DEFICIT) Six Months Ended December 31, 1998
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                                     Common Stock              Additional
                                              --------------------------        Paid-In       Accumulated     Stockholders'
                                                Shares           Amount          Capital     Equity (Deficit) Equity (Deficit)
                                              -----------     -----------      -----------   ---------------- ---------------
<S>                                          <C>             <C>               <C>             <C>            <C>         
Balance, June 30, 1998                          4,203,423     $ 3,546,707      $    11,970     $(3,594,340)     $   (35,663)


Common stock issued in connection
  with legal services rendered (Note 3)           502,740          45,246               --              --           45,246

Common stock issued in connection
  with services rendered under
  the service contract (Note 3)                   880,000          79,200               --              --           79,200

Common stock issued in connection
with services not yet rendered by related
parties (Note 3)                                       --         (46,832)              --              --          (46,832)

Net loss - First Quarter                               --              --               --         (26,296)         (26,296)

Balance, September 30, 1998                     5,586,163     $ 3,624,321      $    11,970     $(3,620,636)     $    15,655
                                              ===========     ===========      ===========     ===========      ===========


Common stock issued in connection
 with legal services rendered (Note 3)                105             105

Common stock issued in connection
 with services rendered by related
 parties (Note 3)                                   9,000           9,000

Net Income - Second Quarter                            --              --               --          29,408           29,408

Balance, December 31, 1998                      5,586,163     $ 3,633,426      $    11,970     $(3,591,228)     $    54,168
                                              ===========     ===========      ===========     ===========      ===========
</TABLE>



                       See accompanying notes to unaudited
                         condensed financial statements



<PAGE>   8

                                       8



                          SCIENTIFIC NRG, INCORPORATED

                        CONDENSED STATEMENTS OF CASH FLOW
                   Six Months Ended December 31, 1998 and 1997
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                                     December 31,     December 31,
                                                         1998             1997
                                                     ------------     ------------
<S>                                                  <C>             <C>      
CASH FLOW FROM OPERATING ACTIVITIES
  Cash received from customers                        $ 199,242         $ 216,941
  Cash paid to suppliers and employees                 (199,625)         (216,046)
  Interest paid                                              --                --
  Income Taxes Paid                                          --            (1,600)
                                                      ---------         ---------



     Net cash used in operating activities                 (383)             (705)
                                                      ---------         ---------


CASH FLOW USED IN INVESTING ACTIVITIES
  Purchase of equipment and
    leasehold improvements                            $       0         $       0


CASH FLOW FROM FINANCING ACTIVITIES
  Net decrease in line of credit                             --                --
  Proceeds from advances and notes from
    Company's officer and/or director                        --                --
  Principal payments under
    capital lease obligations                                --                --
  Principal payments on advances                             --                --
  Proceeds from issuance of common stock                     --                -- 
                                                      ---------         ---------



     Net cash provided by financing activities        $       0         $       0
                                                      ---------         ---------


     Net increase (decrease)  in cash                 $    (383)        $    (705)

CASH
  Beginning of period                                    14,367            35,300
                                                      ---------         ---------


  Ending of period                                    $  13,984         $  34,595
                                                      =========         =========
</TABLE>


                       See accompanying notes to unaudited
                         condensed financial statements



<PAGE>   9

                                       9



                          SCIENTIFIC NRG, INCORPORATED

                  CONDENSED STATEMENTS OF CASH FLOW (Continued)
                   Six Months Ended December 31, 1998 and 1997
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                                                  December 31,    December 31,
                                                                     1998             1997
                                                                  ------------    ------------
<S>                                                              <C>              <C>      
RECONCILIATION OF NET INCOME (LOSS)
 TO NET CASH USED IN OPERATING ACTIVITIES

  Net Income (loss)                                                $  3,114         $(50,066)
  Adjustments to reconcile net income (loss)
    to net cash provided by (used in) operating activities:

    Depreciation and amortization                                       882            1,374
    Compensation expense arising from
      professional services and service contracts                    86,719           30,100

   Change in assets and liabilities:

        Trade receivables                                           (53,111)         (33,385)
        Inventories                                                 (12,480)           9,376
        Prepaid expenses and deposits                                (1,976)            (700)

        Accounts payable, accrued compensation
          and other accrued expenses                                (23,531)          42,596
                                                                   --------         --------

     Net cash used in operating activities                         $   (383)        $   (705)
                                                                   ========         ========
                                                                                             
</TABLE>


                       See accompanying notes to unaudited
                         condensed financial statements



<PAGE>   10


                                       10



                          SCIENTIFIC NRG, INCORPORATED

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

                   For The Six Months Ended December 31, 1998

Note 1.  Basis of Presentation

In the opinion of the Company's management, the accompanying unaudited condensed
financial statements include all adjustments ( consisting of normal accruals )
necessary for the fair presentation of its financial position at December 31,
1998, results of operations for the six months ended December 31, 1998 and 1997
and cashflows for the six months ended December 31, 1998 and 1997. Although the
Company believes that the disclosures in these financial statements are adequate
to make the information presented not misleading, certain information and
disclosures normally included in the financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted.
These financial statements should be read in conjunction with the Company's
audited financial statements included in the Company's Annual Report on
Form10-KSB filed with the Securities and Exchange Commission on August 15, 1998.
Operating results for the six month period ended December 31, 1998 are not
necessarily indicative of the results that may be expected for the Company's
entire year ending June 30, 1999. The Financial Accounting Standards Board has
issued Statement of Financial Accounting Standards 128, "Earnings per Share" (
SFAS 128 ), which was effective for financial statements issued for periods
ending after December 15, 1997. The effect of adopting SFAS 128 has not yet been
determined.

Note 2.  Inventories

Inventories are stated at the lower of cost or net realizable value. Cost is
determined under the standard cost method. Costs include materials, direct
labor, and an allocable portion of manufacturing overhead. The Company operates
in an industry in which its products are subject to design changes and
manufactured based upon customer specifications. Accordingly, should design
requirements change significantly or customer orders be canceled, the ultimate
net realizable value of such products could be less than the carrying value of
such amounts. At December 31, 1998, management believes that inventories are
carried at their net realizable value.

Note 3.  Issuance of Common Stock for Services

The Company filed form S-8 on August 14, 1998 to register 1,382,740 shares of
common stock to related parties as compensation for legal and administrative
services rendered, and future services to be rendered during the fiscal year
ending June 30, 1999. The shares were valued at nine cents per share.




<PAGE>   11
                                       11



                                     PART II

Item 1.  Legal Proceedings.

        None.

Item 2.  Changes in Securities.

        During the quarter ended September 30, 1998, the Company issued
1,382,740 shares of its common stock, no par value, in exchange for legal
services and administrative service rendered and for future services during the
fiscal year ended June 30, 1999. The Company registered these shares by filing
form S-8 with the Securities Exchange Commission on August 14, 1998.


Item 3.  Default Upon Senior Securities.

        None.

Item 4.  Submission of Matters to a Vote of Security-Holders.


        A Special Meeting of the Shareholders was held on August 15, 1998 which
resulted in the passing of two resolutions. First, the shareholders approved the
sale of the Company's downlight business which constitutes substantially all of
the Company's assets and operations. Secondly, the shareholders approved a
reverse split of up to one for every ten shares of outstanding common stock. The
second resolution was approved in conjunction with the Company's management
negotiations with non-affiliated companies regarding a potential reverse merger
acquisition (see Note 13 of the Company's Audited financial statements for the
fiscal year ended June 30, 1998 ).

        During the quarter ended December 31, 1998 the aforementioned
negotiations were terminated. However, other companies, to consider potential
reverse mergers have approached the Company. Management may be required to sell
all operating assets of the Company as a condition precedent to a merger. (FLS)


Item 5.  Other Information.


        Subsequent to June 30, 1998, Daniel W. Parke who was the Company's chief
executive officer, resigned from his position as a director and officer of the
Company. This action was a condition subsequent to the acquisition of the
affiliated company, Parke Industries, by Strategic Resource Solutions. Wherein
Mr. Parke agreed to disengage from the Company to avoid any potential conflicts
of interest.




<PAGE>   12

                                       12




Item 5.  Other Information (continued).

Year 2000 Readiness

The Company has completed a year 2000 review of its information technology and
non-information technology systems in preparation for the year 2000.

The Company's material inventory and financial computer software systems were
purchased by third-party vendors and are used with minor modifications by the
Company. Many of these software vendors have provided, and the Company believes
that others will provide, updated software versions as part of the normal
periodic software upgrade process that address, or will address, the year 2000
issue. Generally, this upgrade process is expected to be completed by the end of
fiscal 1999 and does not cost the Company additional amounts beyond normal
recurring annual software maintenance fees paid by it. While the Company will
incur internal staff costs as well as certain outside consulting and other
expenditures related to its year 2000 readiness efforts, the total incremental
expenses are not expected to have a material impact on the Company's financial
condition or results of operations. As of December 31, 1998, the Company had
incurred less than $2,000 in expenses relating to its year 2000 readiness
efforts. The source of funds for these expenses has been the Company's working
capital, and the Company anticipates that it will fund its additional year 2000
expenses from its working capital.

The Company's most significant software system includes manufacturing-bill of
materials, purchase order management, open order reporting, receiving, inventory
and price management, general ledger, inventory, accounts receivable and
accounts payable functions. This system will be upgraded by the end of fiscal
1999, and has been certified by the software vendor as year 2000 compliant.

With regard to the Company's vendors, the Company is currently contacting its
significant raw materials vendors regarding their state of the year 2000
readiness. Management plans to complete the Company's assessment of the year
2000 readiness of its significant vendors by the end of the second quarter of
fiscal 1999. The Company uses numerous third-party vendors to provide other
goods and services, as well as office, and other supplies to the Company. There
is no assurance that the system of the vendors from whom the Company receives
inventory, goods and services will be year 2000 ready or that any failure on
their part to be year 2000 ready would not have an adverse impact on the Company
if a number of such vendors fail to be year 2000 ready on a timely basis.

The year 2000 issue presents a number of risks and uncertainties that could
impact the Company, from the failure of one or several of the Company's
significant vendors to timely fill the Company's inventory orders, to public
utility failures affecting the Company. The Company is currently analyzing these
risks and uncertainties and plans to develop contingency plans to address
certain of the material risks and uncertainties. While the Company continues to
believe the year 2000 issues described above will not materially affect its
financial position or results of operations, it remains uncertain as to what
extent, if any, the Company may be impacted.




<PAGE>   13

                                       13



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

(a)     Documents filed as part of this Form 10-QSB

(1) Financial Statements.

Included in Part I of this report:

Condensed Balance Sheets as of December 31,1998 and June 30, 1998.

Condensed Statements of Operations for the Six Months Ended 
    December 31, 1998 and 1997.

Condensed Statements of Stockholders' Equity (Deficit) for the Six Months 
    Years Ended December 31, 1998.

Condensed Statements of Cash Flows for the Six Months Ended 
     December 31,1998 and 1997.

Notes to Financial Statements.


(2) Financial Data Schedule.


(3) Exhibits.


The following exhibits are incorporated herein by reference from the Company's
initial Form 10 filing on or about November 12, 1986 or in other reports filed
pursuant to the Securities Exchange Act of 1934, as amended.


<TABLE>
<S>        <C>
3.1        Articles of Incorporation as in effect on the date hereof (including
           Amendment thereto effective December 28, 1988).

3.3        Bylaws.

4.1        Specimen of Share Certificate 4.6 Incentive Stock Option Plan. 10.7
           Agreement (assigning patent rights).

10.8       Agreement Between Scientific Component Systems, Inc. and NRG, Inc.,
           June 29, 1983.

10.9       Agreement, July, 1983 (assigning patent rights, with Exhibit 10.7 as
           exhibit).

10.10      Assignment of Patent Rights from Scientific Component Systems, Inc.
           to NRG, Inc., April 20, 1984.

10.11      Assignment of Patent Rights from Rhett McNair and James Helling to
           NRG, Inc., April 20, 1984.

10.12      Assignment of Patent Rights from Rhett McNair, James Helling, William
           R. Ingles and Gerald L. Fullerton to NRG, Inc., April 20, 1984.

10.13      Agreement Assigning Patent Rights from Scientific Component Systems,
           Inc., to NRG, Inc., April 20, 1984.

10.14      Assignment with Possibility of Reverter of Patent Rights from Rhett
           McNair to NRG, Inc., January 21, 1986.

10.20      Form of Warrant Certificate.

10.27      New Lease for Company Headquarters in Tustin, California.

10.28      Royalty Agreement with Rhett McNair.

10.29      Consulting Agreement with MLF & Associates, Inc., April 1, 1990.

10.30      Promissory Note Payable to Oliver Washburn and Extension Thereto.

10.31      Promissory Note Payable to Malcolm Fickel and Extension Thereto.

10.32      Promissory Note Payable to Malcolm Fickel and Extension Thereto.

10.33      Promissory Note Payable to Malcolm Fickel and Extension Thereto.

10.34      Promissory Note Payable to Malcolm Fickel and Extension Thereto.

10.35      Deferred Compensation Agreement Between the Company and Malcolm
           Fickel.

10.36      Line of Credit Agreement with Bank.

10.37      Promissory Note Payable to Peter C. Kreft.
</TABLE>


<PAGE>   14
                                       14



<TABLE>
<S>        <C>
10.38      Stock Purchase Agreement Between the Company and MLF & Associates,
           Inc. Retirement Trust, April 30, 1993.

10.39      Stock Purchase Agreement Between the Company and Malcolm L. Fickel,
           April 30, 1993.

10.40      Stock Purchase Agreement Between the Company and Oliver K. Washburn,
           April 30, 1993.

10.41      Stock Purchase Agreement Between the Company and Peter C. Kreft,
           April 30, 1993.

10.42      Stock Purchase Agreement Between the Company and Thomas C. Moceri,
           April 30, 1993.

10.43      Financing Agreement Between the Company and Pre-Banc Business Credit,
           Inc., May 21, 1993.

10.44      Addendum to Consulting Agreement between the Company and Malcolm L.
           Fickel, June 30, 1993.

10.45      Leasing Agreement Between the Company and Autocar Leasing Company,
           September 9, 1993.

10.46      Stock Warrant Agreement Between the Company and Eddie R. Fischer,
           September 9, 1993.

10.47      Note and Revolving Loan Agreement Between the Company and William T.
           Moceri, IRA, November 15, 1994.

10.48      Promissory Note Payable to Thomas C. Moceri, Trustee, Thomas C.
           Moceri Profit Sharing Plan, September 28, 1994.

10.49      Promissory Note Payable to Oliver Washburn, March 7, 1995.

10.50      Promissory Note Payable to Oliver Washburn, March 7, 1995.

10.51      General Release Agreement Between the Company and Peter Kreft, June
           9, 1995.

10.52      Promissory Note Payable to Oliver Washburn, September 14, 1995.

10.53      Promissory Note Payable to Oliver Washburn, November 13, 1995.

10.54      Promissory Note Payable to Oliver Washburn, April 26, 1996.

10.55      Promissory Note Payable to Oliver Washburn, July 18, 1996.

10.56      Workout Agreement dated August 30, 1996.

10.57      Secured Promissory Note to Malcolm L. Fikel, September 11, 1996.

10.58      Secured Promissory Note to Oliver K. Washburn, September 11, 1996.

10.59      Subordinated Cash Flow Promissory Note to Oliver K. Washburn,
           September 30, 1996.

10.60      Debt For Equity Swap Agreement.

10.61      Administrative Services Agreement.

10.62      Non-Qualified Stock Option Agreement.

10.63      Employment Agreement with Jonathan D. Forgy.

10.64      Employment Agreement with Daniel W. Parke.

28.2       Patent No. 4,520,436 (X-18 Series Downlight).

28.4       Patent No. 4,595,969 (Lamp Mounting Apparatus and Method).

28.5       Patent No. 4,641,228 (Lamp Mounting Apparatus and Method).

28.6       Patent No. 4,700,110 (Lamp Switching).

28.7       Patent No. 4,704,664 (Lamp Apparatus).

28.8       Trademarks Registered (Lightning Bolt Logo, Scientific NRG Component
           Systems, SCS, X-18) and Notice of Publication of Trademark,
           "Switchit".

28.9       Patent No. 4,922,393 (Lamp Apparatus).
</TABLE>


(b)     Reports on Form 8-K

There were no reports of Form 8-K filed during the second quarter of the fiscal
year ending June 30,1999.
<PAGE>   15

                                       15



                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

Date: February 11, 1999

SCIENTIFIC  NRG, INCORPORATED,
a Minnesota Corporation

By:    /s/ Jonathan D. Forgy
Name:  Jonathan D. Forgy
Title: President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.


<TABLE>
<CAPTION>
Signatures                                       Title                          Date
<S>                                           <C>                      <C> 
/s/ Jonathan D. Forgy                           (1) (2)                 February 11, 1999
--------------------------
Jonathan D. Forgy


/s/ Oliver K. Washburn                          (1) (3)                 February 11, 1999
--------------------------
Oliver K. Washburn


/s/ Richard O. Weed                             (1)                     February 11, 1999
--------------------------
Richard O. Weed
</TABLE>

(1)     Director of the registrant.
(2)     President of the registrant.
(3)     Treasurer of the registrant.



<PAGE>   16


                                 EXHIBIT INDEX


Exhibit 27     Financial Data Schedule