<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

   
                                 FORM 10-QSB/A
    

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

 For the quarterly period                          Commission file number
 ended September 30, 1996                                 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 November 30, 1996 the
registrant had 2,926,050 shares of common stock, no par value, issued and
outstanding.




<PAGE>   2
                               TABLE OF CONTENTS

                                                                        PAGE
                                   PART I

ITEM 1.  FINANCIAL STATEMENTS .........................................  I-1

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION ....  I-2

                                   PART II

ITEM 1.  LEGAL PROCEEDINGS ............................................ II-1

ITEM 2.  CHANGES IN SECURITIES ........................................ II-1

ITEM 3.  DEFAULT UPON SENIOR SECURITIES ............................... II-1

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS .......... II-1

ITEM 5.  OTHER INFORMATION ............................................ II-1

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K ............................. II-2




<PAGE>   3
                                     PART I

ITEM 1.  FINANCIAL STATEMENTS.

         The Company's unaudited balance sheet as of the end of the Company's
most recent quarter, September 30, 1996 and unaudited income statements and
statements of cash for the interim period up to the date of the balance sheet
and the comparable period of the preceding fiscal year are attached hereto as
pages F-1 through F-6 and are incorporated herein by this reference.


                                      I-1
<PAGE>   4
                          SCIENTIFIC NRG, INCORPORATED

                         PART I.  FINANCIAL INFORMATION
              Item 1.  Condensed Financial Statements (Unaudited)

                            CONDENSED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                       September 30, 
                                                           1996                   June 30,
                     ASSETS                             (Unaudited)                1996          
                                                      --------------          --------------
<S>                                                   <C>                     <C>
CURRENT ASSETS

  Cash                                                $       21,357          $            0
  Trade receivables, less allowance for
    doubtful accounts of $9,812                               15,642                  57,982
  Inventories                                                 88,635                  88,635
  Prepaid expenses                                            20,000                   2,364
                                                      --------------          -------------- 
         Total current assets                                145,634                 148,981
                                                      --------------          -------------- 
EQUIPMENT AND LEASEHOLD IMPROVEMENTS,
  at depreciated cost                                         29,200                  26,441
                                                      --------------          -------------- 
OTHER ASSETS, deposits                                             0                   4,809
                                                      --------------          -------------- 
                                                      $      174,834          $      180,231
                                                      ==============          ==============
LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
  Line of credit (Note 3)                             $       11,340          $       44,220
  Notes payable to related parties (Note 3)                   60,000                       0
  Current obligations under capital leases                    13,152                   6,059
  Accounts payable                                           204,781                 241,711
  Accrued compensation                                        47,229                  58,161
  Accrued interest to related parties                            375                       0
  Other accrued expenses                                      52,102                  55,080
                                                      --------------          -------------- 
        Total current liabilities                            388,979                 405,231
                                                      --------------          -------------- 


  Obligations under capital leases                                 0                   9,089
  Notes Payable to related parties (Note 3)                  558,500                 358,159
  Accrued interest to related parties (Note 3)                93,679                 100,308
  Accrued service contract to related party                        0                 175,500
  Other accrued expenses                                       2,500                       0
                                                      --------------          --------------
        Total liabilities                                  1,043,658               1,048,287
                                                      --------------          -------------- 
STOCKHOLDERS' DEFICIT
  Common stock, no par value;
    authorized 40,000,000 shares;
    issued and outstanding:
      September 30,1996 2,926,050 shares;
      June 30, 1996 2,166,050 shares                      2,961,020                2,871,020
  Accumulated deficit                                    (3,829,844)              (3,739,076)

                                                     --------------           --------------
        Total stockholders' deficit                        (868,824)                (868,056)
                                                     --------------           -------------- 
                                                     $      174,834           $      180,231
                                                     ==============           ==============
</TABLE>


                      See accompanying notes to unaudited
                         condensed financial statements


                                      F-1
<PAGE>   5
                          SCIENTIFIC NRG, INCORPORATED
                       d/b/a SCIENTIFIC COMPONENT SYSTEMS

                       CONDENSED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                  Three Months Ended      Three Months Ended
                                     September 30,            September 30,
                                         1996                     1995
                                  ------------------      ------------------
<S>                               <C>                     <C> 
Net sales                             $  86,668                 $ 194,924    
Cost of sales                            46,835                   105,726       
                                      ---------                 ---------
Gross profit                             39,833                    89,198     

Operating expenses: 
  General, administrative, 
    and selling costs                   113,761                   120,474   
  Research and development                1,407                     1,450 
                                      ---------                 ---------
Operating loss                          (75,335)                  (32,726)    
Interest expense                        (15,233)                  (20,178) 
                                      ---------                 ---------
Loss before income taxes                (90,568)                  (52,904)     
Income tax provision                       (200)                     (200)     
                                      ---------                 ---------
Net (loss)                            $ (90,768)                $ (53,104)  
                                      =========                 =========
Weighted average number
  of shares outstanding               2,326,494                 2,104,050 
                                      =========                 =========  
Net loss per common share             $   (0.04)                $   (0.03) 
                                      =========                 =========
</TABLE>


                      See accompanying notes to unaudited
                         condensed financial statements



                                      F-2

<PAGE>   6
                          SCIENTIFIC NRG, INCORPORATED

                  CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT
                     Three Months Ended September 30, 1996
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                      Common Stock
                                               ----------------------------          Accumulated        Stockholders'
                                                Shares             Amount              Deficit             Deficit
                                               ---------         ----------          -----------        -------------
<S>                                            <C>               <C>                 <C>                <C>
Balance, June 30, 1996                         2,166,050         $2,871,020          $(3,739,076)        $(868,056)

Common stock issued for cash
  under workout agreement (Note 4)               600,000             60,000                    -            60,000

Common stock issued in connection
  with legal services rendered (Note 4)          140,000             28,000                    -            28,000

Common stock issued in connection
  with services rendered under
  the service contract (Note 4)                   20,000              2,000                    -             2,000

Net loss                                               -                  -              (90,768)          (90,768) 
                                               ---------         ----------          -----------         ---------   
Balance, September 30, 1996                    2,926,050         $2,961,020          $(3,829,844)        $(868,824)
                                               =========         ==========          ===========         =========
</TABLE>



                      See accompanying notes to unaudited
                         condensed financial statements



                                      F-3
                                        
                                    
<PAGE>   7
                          SCIENTIFIC NRG, INCORPORATED

                        CONDENSED STATEMENTS OF CASH FLOW
                 Three Months Ended September 30, 1996 and 1995
                                   (UNAUDITED)

   
<TABLE>
<CAPTION>
                                                       September 30,      September 30,
                                                           1996                1995
                                                       -------------      -------------
<S>                                                    <C>                <C>
CASH FLOW FROM OPERATING ACTIVITIES                                            
  Cash received from customers                         $     129,008      $     198,753
  Cash paid to suppliers and employees                      (180,521)          (232,587)
  Interest paid                                                2,746              8,307
  Income taxes paid                                                -                  -
                                                       -------------      -------------
                                                                        
     Net cash used in                                                   
       operating activities                                  (48,767)           (25,527)
                                                       -------------      ------------- 
                                                                        
CASH FLOW USED IN INVESTING ACTIVITIES                                            
  Purchase of equipment and                                             
    leasehold improvements                                    (5,000)                 -
                                                       -------------      -------------
                                                                        
CASH FLOW FROM FINANCING ACTIVITIES                                            
  Net decrease in line of credit                             (32,880)           (23,393)
  Proceeds from advances and notes from                                 
    Company's officer and/or director                         70,000             20,000
  Principal payments under                                              
    capital lease obligations                                 (1,996)            (1,578)
  Proceeds from issuance of common stock                      40,000                  -
                                                       -------------      -------------
                                                                        
     Net cash provided by (used in)                                     
       financing activities                                   75,124             (4,971)
                                                       -------------      -------------
                                                                        
     Net increase (decrease) in cash                          21,357            (30,498)
                                                                        
CASH                                                                    
  Beginning of period                                              -             19,599
                                                       -------------      -------------
                                                                        
  Ending of period                                     $      21,357      $     (10,899)
                                                       =============      =============
</TABLE>
    



                      See accompanying notes to unaudited
                         condensed financial statements



                                      F-4
<PAGE>   8
                          SCIENTIFIC NRG, INCORPORATED

                  CONDENSED STATEMENTS OF CASH FLOW (Continued)
                 Three Months Ended September 30, 1996 and 1995
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                            September 30,       September 30,
                                                                1996                1995
                                                            -------------       -------------
<S>                                                         <C>                 <C>
RECONCILIATION OF NET LOSS TO                                                 
  NET CASH USED IN OPERATING ACTIVITIES                                       
  Net (loss)                                                $    (90,768)      $     (53,104)
  Adjustments to reconcile net loss                                           
    to net cash used in operating activities:                                 
                                                                              
    Depreciation and amortization                                   2,241               1,883
    Provision for doubtful accounts                                     -               3,000
    Compensation expense arising from                                         
      professional services and service contracts                  20,000                   -
                                                                              
    Change in assets and liabilities:                                         
        Trade receivables                                          42,340               3,829
        Inventories                                                     0             (44,504)
        Prepaid expenses and deposits                               7,173              (5,016)
        Accounts payable, accrued compensation                                
            and other accrued expenses                             30,128              68,385
        Accrued interest payable                                      375                   -
                                                            -------------       -------------
                                                                              
     Net cash used in operating activities                  $     (48,767)      $     (25,527)
                                                            =============       ============= 
                      
</TABLE>


                      See accompanying notes to unaudited
                         condensed financial statements


                                      F-5
<PAGE>   9
                          SCIENTIFIC NRG, INCORPORATED

               NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

                 For The Three Months Ended September 30, 1996
                                  (UNAUDITED)

Note 1.  Basis of Presentation

In the opinion of the Company's management, the accompanying unaudited condensed
financial statements include all adjustments (which consist only of normal
recurring adjustments) necessary for a fair presentation of its financial
position at September 30, 1996 and results of operations and cash flows for the
three months ended September 30, 1996 and 1995. 

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 Form
10-KSB filed with the Securities and Exchange Commission on December 23, 1996.
Operating results for the three month period ended September 30, 1996 are not
necessarily indicative of the results that may be expected for the Company's
fiscal year ending June 30, 1997.


Note 2.  Inventories

Inventories are stated at the lower of cost or net realizable value.  Cost is
determined under the first-in, first-out 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 September 30, 1996, management
believes that inventories are carried at their net realizable value.


Note 3.  Line of Credit, Bridge Notes and Related Party Notes Payable

The Line of Credit was paid in full in October 1996. The Company borrowed
$60,000 in Bridge Notes as more fully explained under Item 5 "Other
Information", and Exhibit 10.56.

Subsequent to June 30, 1996, all notes payable to related parties were
restructured as part of the Workout Agreement (see Note 4).  Due to the terms of
repayment upon the achievement of certain conditions which are not expected to
be attained in fiscal 1997, management of the Company has reflected these notes
as noncurrent liabilities in the accompanying balance sheet.  (see Item 5, 
"Other Information".)


Note 4.  Workout Agreement

On September 11, 1996, the board of directors of the Company approved a formal
Workout Agreement (the "Workout Agreement") which provided a method to [1]
restructure outside of bankruptcy existing debt payable to certain related
parties, [2] provide for a change in the Company's officers and directors, and
[3] issue additional notes payable and additional shares of common stock of the
Company in order to finance operations (see Item 5, "Other Information" and
Exhibit 10.56).


                                      F-6





<PAGE>   10
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 December 23, 1996.


RESULTS OF OPERATIONS

The three month period ended September 30, 1996 compared to the three month
period ended September 30, 1995.

Net sales of the Company during the three months ended September 30, 1996
decreased $108,256 or 55.5% from the corresponding period of the prior fiscal
year. Since the Company did not change its sales prices in the last year, the
sales decrease is attributable to a decrease in volume caused by reps not
selling products due to the Company's inability to pay their commissions in a
timely manner.

Gross profit from operations during the three months ended September 30, 1996
decreased $49,365 or 55.3% from the gross profit from the corresponding period
of the prior fiscal year. Management attributes this decrease to the Company's
decrease in sales. The gross profit margin for the three months ended September
30, 1996 was 46.0%, compared to 45.8% for the three months ended September 30,
1995.

General, administrative and selling costs for the three months ended
September 30, 1996 decreased by $6,713, and increased as a percentage of sales
from 61.8% of sales to 131.3% of sales in comparison to the corresponding
period of the prior fiscal year. Management attributes this percentage increase
to the Company's decrease in sales.

The Company realized a net loss of $90,768, or $.04 per share for the three
month period ended September 30, 1996, compared to a net loss of $53,104, or
$.03 per share for the corresponding period of the prior fiscal year.
Management attributes this decrease to the Company's decrease in sales.


LIQUIDITY AND CAPITAL RESOURCES

The three month period ended September 30, 1996 compared to the three month
period ended September 30, 1995.

The Company's operations for the three month period ended September 30, 1996
resulted in a net loss of $90,768 compared to a net loss of $53,104 for the
three month period ended September 30, 1995, an increase in loss of $37,664.
The Company had a negative cash flow from operating activities for the three
month period ended September 30, 1996 of $54,867 compared to a negative cash
flow of $25,527 for the three month period ended September 30, 1995. The 1996
negative cash flow was compared to the previous period can be attributed to the
increase in net loss.

Trade receivables decreased from $57,982 at June 30, 1996 to $15,642 at
September 30, 1996, a decrease of $42,340. Management attributes this decrease
to the Company's decrease in sales.

The Company's current liabilities decreased from $405,231 at June 30, 1996 to
$388,979 at September 30, 1996, a decrease of $16,252. This decrease was the
result of vendors tightening their credit terms.

At September 30, 1996, the Company had a net working capital deficit of 
$263,345, compared to a net working capital deficit of $256,250 at June 30,
1996, an increase of $7,095, which is primarily the result of a decrease in the
Company's trade receivables.

Management believes its plans will be sufficient to support operations during
the year ending June 30, 1997 (FLS). Part of management's operational strategy
include plans to secure additional financing to support anticipated operations.
However, there are no assurances that such efforts to improve operating results
and secure financing will be successful. The Company may be unable to continue
operations and there can be no assurances regarding the recoverability of
assets or their values upon liquidation. Management intends to raise $300,000
to $500,000 from a private placement of its securities during fiscal 1997
(FLS). There can be no assurance that such plan will be successful. (See Item 5
"Other Information".)


                                      I-2
<PAGE>   11
                                    PART II

ITEM 1.  LEGAL PROCEEDINGS.

         None.

ITEM 2.  CHANGES IN SECURITIES.

         None.

ITEM 3.  DEFAULT UPON SENIOR SECURITIES.

         None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.

         None.

ITEM 5.  OTHER INFORMATION.

         On September 11, 1996, the board of directors of the Company approved
a formal Workout Agreement (the "Workout Agreement") which provided a method to
[1] restructure outside of bankruptcy existing debt payable to certain related
parties, [2] provide for a change in the Company's officers and directors, and
[3] issue additional notes payable and additional shares of common stock of the
Company in order to finance operations.

         On September 11, 1996, two of the Company's Board of Directors
resigned, Malcolm L. Fickel who was the Company's chief executive officer and
Thomas C. Moceri who was the Company's chief financial officer, resigned from
their positions as directors and officers of the Company.  The board of
directors then entered into a one year consulting contract with the former
chief executive officer beginning September 12, 1996, that provides for
services to be rendered to the Company, at management's request, at the rate of
$75 per hour.  Two new directors were appointed, Daniel W. Parke who was named
as the Company's chief executive officer and Jonathan D. Forgy who was named as
the Company's president.  The two new officers and directors are affiliates of
Parke Industries, Inc., an affiliated company controlled by Dan Parke.

         As part of the Workout Agreement, Parke Industries, Inc. and its
affiliates acquired 300,000 shares of the Company's common stock at $0.10 per
share on September 11, 1996.  The purchase price consisted of $20,000 for
future administrative services at the rate of $5,000 per month for four months
from Parke Industries, Inc. and $40,000 in cash from Parke Industries, Inc. and
its affiliates.  The Company's new chief executive officer was given a salary
of $12 per year and options to purchase 300,000



                                      II-1
<PAGE>   12
shares of common stock exercisable at $0.50 per share.  The Company's new
president was given a salary of $24,000 per year, later raised to $48,000, and
options to purchase 100,000 shares of common stock exercisable at $0.50 per
share.  In addition, the Company granted options to purchase 200,000 shares of
common stock exercisable at $.50 per share to Parke Industries, Inc., an
affiliated company controlled by new management.

         Effective September 11, 1996, certain outstanding debt obligations to
related parties were reduced to an aggregate principal amount of $558,500.
These related party obligations totaled $630,067, including accrued interest of
$100,308, at June 30, 1996.  Moreover, the outstanding debt obligations to the
related parties had increased to $652,179 by September 10, 1996 due to
additional borrowings and accrued interest. The accrued interest of $93,679
($652,179 less $558,500) will not be recognized as a gain on the restructuring
of the debt in accordance with Statement of Financial Accounting Standards No.
15, "Accounting by Debtors and Creditors for Troubled Debt Restructuring."
Instead, the effective interest rate of the restructured notes payable will be
reduced for financial statement reporting purposes.

         The restructured notes payable, to related parties totaling $558, 500
(the "Notes") accrue interest at 8% per annum and are payable, both in
principal and interest, provided that the Company reports $250,000 in
cumulative net income subsequent to September 11, 1996.  Once such net income
is obtained, 25% of the subsequent net income is to be used for repayment of
the Notes.  It is the belief of the Company's management that such cumulative
net income will not be achieved in fiscal 1997.  The Notes are subordinated to
any debt with a bona fide financial institution designated as senior secured
debt by the company or any new loans from any of the parties thereto and are
secured, subject to any new senior secured debt or any new loans from any of
the parties thereto, by all of the assets of the Company.  In addition, the
Notes will become due and payable immediately from the proceeds, if any, from a
secondary offering of securities, that nets the Company more than $1,500,000 or
if the Company issues more than 3,000,001 shares of its common stock in a
single transaction.

         The Workout Agreement provided for the issuance of 20,000 shares of
common stock to the Company's former chief executive officer to fulfill the
Company's obligation under his service contract.  Such shares were valued at
$0.10 per share and will be charged to operations in fiscal 1997.  The Workout
Agreement also provided for the issuance of notes payable to certain related
parties totaling $60,000 due on or about January 6, 1997, together with
interest at 15% per annum, and secured by all of the assets of the Company.  On
September 19, 1996, the Company issued 140,000 shares of no par value common
stock of the Company at $.20 per share for the payment of legal services
rendered in connection with the Workout Agreement.  The value of such shares
totals $28,000, of which $10,000 was expensed is fiscal 1996 and $18,000 will
be expensed in fiscal 1997.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

         Exhibits filed concurrently with this report (and referenced in the
Exhibit Index) have eleven asterisks in the left margin, and are hereby
incorporated herein by this reference.

         Exhibits previously filed with the Company's quarterly report on Form
10-Q for the quarterly period ended March 31, 1996 have ten asterisks in the
left margin, and are hereby incorporated herein by this reference.

         Exhibits previously filed with the Company's quarterly report on Form
10-Q for the quarterly period ended September 30, 1995 have nine asterisks in
the left margin, and are hereby incorporated herein by this reference.

         Exhibits previously filed with the Company's quarterly report on Form
10-K for the fiscal year ended June 30, 1995 have eight asterisks in the left
margin, and are hereby incorporated herein by this reference.

         Exhibits previously filed with the Company's quarterly report on Form
10-Q for the quarterly period ended December 31, 1994 have seven asterisks in
the left margin, and are hereby incorporated herein by this reference.


                                      II-2
<PAGE>   13
         Exhibits previously filed with the Company's annual report on Form
10-K for the fiscal year ended June 30, 1994 have six asterisks in the left
margin, and are hereby incorporated herein by this reference.

         Exhibits previously filed with the Company's annual report on Form
10-K for the fiscal year ended June 30, 1993 have five asterisks in the left
margin, and are hereby incorporated herein by this reference.

         Exhibits previously filed with the Company's quarterly report on Form
10-Q for the quarterly period ended March 31, 1993 have four asterisks in the
left margin, and are hereby incorporated herein by this reference.

         Exhibits previously filed with the Company's annual report on Form
10-K for the fiscal year ended June 30, 1992 have three asterisks in the left
margin, and are hereby incorporated herein by this reference.

         Exhibits previously filed with the Company's annual report on Form
10-K for the fiscal year ended June 30, 1991 have two asterisks in the left
margin, and are hereby incorporated herein by this reference.

         Exhibits previously filed with the Company's annual report on Form
10-K for the fiscal year ended June 30, 1989 have one asterisk in the left
margin, and are hereby incorporated herein by this reference.

         Finally, all Exhibits previously filed with the Securities and
Exchange Commission as part of 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 have no asterisk in the left margin, and are hereby incorporated
herein by this reference.

**       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 Issued and Outstanding Restricted Share Certificate
                and reverse side thereof (see also Exhibits 3.1 and 3.3).

         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.



                                      II-3
<PAGE>   14
         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.

****     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.



                                      II-4
<PAGE>   15
*******  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. Fickel, 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.

***********27    Financial Data Schedule.

          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).


(b)      Reports on Form 8-K

         On September 26, 1996 the Company filed a report on Form 8-K
announcing the change in directors and officers of the Company.



                                      II-5
<PAGE>   16
                                   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.

Date: February 14, 1997
                                              SCIENTIFIC NRG, INCORPORATED,
                                              a Minnesota Corporation


                                              By: /s/ Daniel W. Parke
                                                  -----------------------------
                                              Name: Daniel W. Parke
                                              Title: Chairman and CEO


         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.

                 Signatures                        Date
                 ----------                        ----

                 By: /s/ Daniel W. Parke           February 14, 1997
                     -------------------                            
                 Name:  Daniel W. Parke
                 Title: Chairman and CEO

                 By: /s/ Oliver K. Washburn        February 14, 1997
                     ----------------------                         
                 Name:  Oliver K. Washburn
                 Title: Treasurer and Principal
                        Financial Officer



                                      II-6
<PAGE>   17
Index to Exhibits

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. Fickel, 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.

27               Financial Data Schedule.


                                      II-7