SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
Notification of Late Filing
Commission File Number 0-15148
(Check one): |X| Form 10-K and Form 10-KSB
o Form 20-F
o Form N-SAR
o Form 11-K
o Form 10-Q and Form 10-QSB
For period ended June 30, 1999
o Transition Report on Form 10-K and 10-KSB
o Transition Report on Form 20-F
o Transition Report on Form 11-K
o Transition Report on Form 10-Q and Form 10-QSB
o Transition Report on Form N-SAR
For the transition period ended
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
PART I
REGISTRANT INFORMATION
Full name of registrant: Scientific NRG Incorporated
Former name if applicable: N/A
Address of principal executive office (Street and Number)
4695 MacArthur Court, Suite #530
City, State and Zip Code: Newport Beach, CA 92660
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PART II
RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)
o (a) The reasons described in reasonable detail in Part
III of this form could not be eliminated without
unreasonable effort or expense;
|X| (b) The subject annual report, semi-annual report,
transition report on Forms 10-K, 10- KSB, 20-F, 11-K
or Form N-SAR, or portion thereof will be filed on or
before the 15th calendar day following the prescribed
due date; or the subject quarterly report or
transition report on Form 10-Q, 10-QSB, or portion
thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
|X| (c) The accountant's statement or other exhibit required
by Rule 12b-25(c) has been attached if applicable.
PART III
NARRATIVE
TheRegistrant's independent auditor's have not yet
completed the audit of the Registrant's June 30,1999
consolidated financial statements
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
FRED G. LUKE (949) 833-2094
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or
15(d) or the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or
for such shorter period that the registrant was required to file
such report(s) been filed? If the answer is no, identify
report(s).
|X| Yes o No
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(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in
the subject report or portion thereof?
o Yes |X| No
During the year ended June 30, 1999, the Registrant had a change
in control, relocated its corporate office and changed certifying
accountants. Additionally, the Registrant is awaiting on certain
information to complete the Company's fiscal year end audit and
depending upon the outcome of the information, the results of the
Registrant may significantly change.
Scientific NRG, Incorporated
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: September 28, 1999 By:/s/ Fred G. Luke
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Fred G. Luke, Chairman
and President
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McKENNON WILSON & MORGAN LLP
Certified Public Accountants
Two Venture Plaza, Suite 220
Irvine, CA 92618-7394
Telephone: (949) 453-2190; Facsimile: (949) 453-2191
September 28, 1999
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Gentlemen:
This letter is written in response to the requirement of Rule 12b-25(c) under
the Securities Exchange Act of 1934 and in satisfaction of item (c) of Part II
of Form 12b-25.
We are the independent auditors of Scientific NRG, Incorporated (the
"Registrant"). The Registrant has stated in Part III of its filing on Form
12b-25 that is unable to timely file, without unreasonable effort or expense,
its Annual Report on Form 10-KSB for the year ended June 30, 1999 because we
have not yet completed our audit of the financial statements of the Registrant
for the year ended June 30, 1999 and are, therefore, unable to furnish the
required opinion on such financial statements.
We hereby advise you that we have read the statement made by the Registrant in
Part III of its filing on Form 12b-25 and agree with the statements made
therein.
Very truly yours,
/s/ McKennon Wilson & Morgan LLP
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McKennon Wilson & Morgan LLP
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