<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 30, 1999
SCIENTIFIC NRG, INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
Minnesota
(State or Other Jurisdiction of Incorporation or Organization)
0-15148
(Commission File Number)
41-1457271
(IRS Employer Identification No.)
2246 Lindsay Way, Glendora, California 91740
(Address of Principal Executive Offices) (Zip Code)
(909) 305-0322
Registrant's Telephone Number, Including Area Code
<PAGE> 2
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
As a result of the closing under that certain Asset Purchase Agreement
dated June 25, 1999 between the Registrant and NuVen Capital LP, a Nevada
limited partnership ("NuVen Capital"), there has been a change in control of the
Registrant. The Registrant issued 22,344,652 shares of no par value common stock
to NuVen Capital in exchange for $10,281,082 in assets. The assets transferred
to the Registrant consist of accounts receivables totaling $852,406; investments
in subsidiaries totaling $9,443,238; and property and equipment totaling
$36,362. NuVen Capital now beneficially owns 80% of the outstanding common stock
of the Registrant. As part of the closing, all of the Registrant's existing
Directors resigned in favor of nominees selected by NuVen Capital. As of July 1,
1999, the Registrant's directors are Fred G. Luke and Jon L. Lawver.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
As a result of the closing under that certain Asset Purchase Agreement
dated June 25, 1999 between the Registrant and NuVen Capital LP, a Nevada
limited partnership ("NuVen Capital"), the Registrant has acquired assets with a
book value of $10,281,082 from NuVen Capital in exchange for 22,344,652 shares
of the Registrant's no par value common stock.
As a result of the closing under that certain Asset Purchase Agreement
dated June 29, 1999 between the Registrant and Juan Flores, the Registrant sold
its downlight business for $50,000. On August 15, 1998, the stockholders of the
Registrant approved the sale of the Registrant's downlight business which
constituted all or substantially all of the Registrant's operations. In
connection with the approval of the sale of its downlight business, the
Registrant indicated its new business purpose was to seek out new opportunities
through a merger or acquisition of a private company.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
None
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
None
ITEM 5. OTHER EVENTS
As a result of the transactions described in Item 2, the Registrant
will now focus its operations on buying and selling equity stakes in public and
private companies.
2
<PAGE> 3
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
Although, Oliver K. Washburn, John Tastad, Jonathan D. Forgy, and
Richard O. Weed resigned as Directors of the Registrant in connection with the
closing of that certain Asset Purchase Agreement dated June 25, 1999 between the
Registrant and NuVen Capital LP, a Nevada limited partnership, their resignation
was not the result of any disagreement with the Registrant relating to the
Registrant's operations, policies or practices.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The financial statements for the acquisition described in Item 2 will
be filed by amendment to this Form 8-K within 60 days. The unaudited pro forma
balance sheet of the Registrant as of June 30, 1999 can be summarized as
follows.
<TABLE>
<CAPTION>
June 30, 1999
(Unaudited)
------------
<S> <C>
CURRENT ASSETS
Cash $ 5,000
Accounts Receivable $ 852,406
Note Receivable $ 50,000
Inventory --
Investments in Subsidiaries $ 1,002,433
Investment in Yes Licensing Partners LLC $ 389,480
Investment in NuOasis Resorts Inc. $ 8,000,000
------------
Total Current Assets $ 10,299,720
Property, Plant & Equipment, net $ 36,362
------------
Total Assets $ 10,336,082
============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts Payable $ 2,000
Total Current Liabilities $ 2,000
------------
Stockholders' Equity (Deficit) Common stock, no
par value; Authorized 40,000,000 shares; Issued
and outstanding:
June 30, 1999 31,723,897 shares $ 13,923,088
Additional paid-in capital $ 11,970
Accumulated deficit $ (3,587,155)
------------
Total stockholders' equity $ 10,347,903
$ 10,336,082
============
</TABLE>
3
<PAGE> 4
ITEM 8. CHANGE IN FISCAL YEAR
None
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Dated: July 14, 1999
Scientific NRG, Incorporated
By: /s/ Fred G. Luke
----------------------------
Name: Fred G. Luke
Title: President
4
