<PAGE>   1
  As filed with the U.S. Securities and Exchange Commission on August 14, 1998

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ----------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933



                          Scientific NRG, Incorporated
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


             Minnesota                               41-1457271 
--------------------------------------------------------------------------------
     (State or other jurisdiction of                (IRS Employer     
      incorporation or organization)              Identification No.)


                  2246 Lindsay Way, Glendora, California 91740
--------------------------------------------------------------------------------
          (Address of Principal Executive Offices, including ZIP Code)


                   Employment Agreement with Daniel W. Parke,
                Employment Agreement with Jonathan D. Forgy, Fee
                         Agreement with Richard O. Weed.
--------------------------------------------------------------------------------
                            (Full title of the plan)


                 Jonathan D. Forgy, President, 2246 Lindsay Way,
                           Glendora, California 91740
--------------------------------------------------------------------------------
                     (Name and address of agent for service)


                                 (909) 305-0322
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)


<PAGE>   2
                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
=========================================================================================================
                                                                      PROPOSED
                                                   PROPOSED            MAXIMUM                AMOUNT OF
TITLE OF SECURITIES        AMOUNT OF SHARES     MAXIMUM OFFERING      AGGREGATE              REGISTRATION
 TO BE REGISTERED          TO BE REGISTERED     PRICE PER SHARE(1)  OFFERING PRICE(1)            FEE
 ----------------          ----------------     ------------------  -----------------        ------------
<S>                        <C>                  <C>                 <C>                      <C>
no par value
common stock                        240,000          $    0.09            $  21,600          $    6.37
no par value                                                           
common stock                        640,000          $    0.09            $  57,600          $   16.99
no par value                                                           
common stock                        502,740          $    0.09            $  45,246          $   13.35
no par value                                                           
common stock                        300,000          $    0.20            $  60,000          $   17.70
underlying options                                                     
no par value                                                           
common stock                        100,000          $    0.20            $  20,000          $    5.90
underlying options                                                     
                                                                       
           TOTALS                 1,782,740                N/A            $ 204,447          $   60.31
=========================================================================================================
</TABLE>


Total No. of Pages: 36                             Exhibit Index on Page No.: 14



(1)     This calculation is made solely for the purposes of determining the
        registration fee pursuant to the provisions of Rule 457(h) under the
        Securities Act and is calculated on the basis of either (a) the average
        of the high and low prices per share of the Common Stock as of a date
        within five business days prior to the filing of this Registration
        Statement.


                                       2


<PAGE>   3
                                   PROSPECTUS

                          SCIENTIFIC NRG, INCORPORATED
                  2246 Lindsay Way, Glendora, California 91740
                      1,382,740 SHARES OF COMMON STOCK AND
                400,000 SHARES OF COMMON STOCK UNDERLYING OPTIONS



        This Prospectus relates to the offer and sale by Scientific NRG,
Incorporated, a Minnesota corporation (the "Company"), of shares of its no par
value per share common stock (the "Common Stock") to certain employees and
consultants (collectively the "Consultants") pursuant to agreements entered into
between the Company and the Consultants. The Company is registering hereunder
and then issuing, upon receipt of adequate consideration therefor, to the
Consultants 1,382,740 shares of the Common Stock and 400,000 shares of Common
Stock underlying stock options in consideration for services rendered and to be
performed under the agreements.

        The Common Stock is not subject to any restriction on transferability.
Recipients of shares other than persons who are "affiliates" of the Company
within the meaning of the Securities Act of 1933 (the "Act") may sell all or
part of the shares in any way permitted by law, including sales in the
over-the-counter market at prices prevailing at the time of such sale. Of the
shares registered hereunder 1,382,740 shares of Common Stock are being sold to
Daniel W. Parke, Jonathan D. Forgy, and Richard O. Weed who are "affiliates" of
the Company. An affiliate is summarily, any director, executive officer or
controlling shareholder of the Company. The "affiliates" of the Company may
become subject to Section 16(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), which would limit their discretion in transferring
the shares acquired in the Company. If the Consultant who is not now an
"affiliate" becomes an "affiliate" of the Company in the future, he would then
be subject to Section 16(b) of the Exchange Act. (See "General Information -
Restrictions on Resales").

The Common Stock is listed on the OTC bulletin board under the symbol "SCCG".



      THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
      SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON
      THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
      CONTRARY IS A CRIMINAL OFFENSE.


                 The date of this Prospectus is August 13, 1998


                                       3


<PAGE>   4
        This Prospectus is part of a Registration Statement which was filed and
became effective under the Securities Act of 1933, as amended (the "Securities
Act"), and does not contain all of the information set forth in the Registration
Statement, certain portions of which have been omitted pursuant to the rules and
regulations promulgated by the U.S. Securities and Exchange Commission (the
"Commission") under the Securities Act. The statements in this Prospectus as to
the contents of any contracts or other documents filed as an exhibit to either
the Registration Statement or other filings by the Company with the Commission
are qualified in their entirety by the reference thereto.

        A copy of any document or part thereof incorporated by reference in this
Prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: 2246 Lindsay Way,
Glendora, California 91740.

        The Company is subject to the reporting requirements of the Exchange Act
and in accordance therewith files reports and other information with the
Commission. These reports, as well as the proxy statements, information
statements and other information filed by the Company under the Exchange Act may
be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W. Washington D.C. 20549. Copies may be
obtained at the prescribed rates. In addition, the Common Stock is quoted on the
automated quotation system maintained by the National Association of Securities
Dealers, Inc. ("NASD"); thus, copies of these reports, proxy statements,
information statements and other information may also be examined at the offices
of the NASD at 1735 K. Street, N.W. Washington, D.C. 20549.

        No person has been authorized to give any information or to make any
representation, other than those contained in this Prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company. This Prospectus does not constitute an offer or
a solicitation by anyone in any state in which such is not authorized or in
which the person making such is not qualified or to any person to whom it is
unlawful to make an offer or solicitation.

        Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has not been a
change in the affairs of the Company since the date hereof.


                                       4


<PAGE>   5
                                TABLE OF CONTENTS


<TABLE>
<S>                                                                                        <C>
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS                                         6

ITEM 1. PLAN INFORMATION                                                                     6

   GENERAL INFORMATION                                                                       6

   THE COMPANY                                                                               6

   PURPOSES                                                                                  6

   COMMON STOCK                                                                              6

   THE CONSULTANTS                                                                           6

   NO RESTRICTIONS ON TRANSFER                                                               6

   TAX TREATMENT TO THE CONSULTANT                                                           6

   TAX TREATMENT TO THE COMPANY                                                              7

   RESTRICTIONS ON RESALES                                                                   7

DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION                               7

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION                          7

   LEGAL OPINION AND EXPERTS                                                                 7

   INDEMNIFICATION OF OFFICERS AND DIRECTORS                                                 8

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT                                           8

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE                                              8

ITEM 4. DESCRIPTION OF SECURITIES                                                            8

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL                                               8

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS                                           9

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED                                                  9

ITEM 8. EXHIBITS                                                                            10

ITEM 9. UNDERTAKINGS                                                                        12

SIGNATURES                                                                                  13

EXHIBIT INDEX                                                                               14
</TABLE>


                                       5


<PAGE>   6
                                     PART I


              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION

GENERAL INFORMATION

THE COMPANY

        The Company has its principal executive offices at: 2246 Lindsay Way,
Glendora, California 91740.

PURPOSES

       The Common Stock will be issued by the Company pursuant to agreements
entered into between the Consultants and the Company and approved by the Board
of Directors of the Company (the "Board of Directors"). The agreements are
intended to provide a method whereby the Company may be stimulated by the
personal involvement of the Consultants in the Company's future prosperity,
thereby advancing the interests of the Company, and all of its shareholders.
Copies of the agreements have been filed as exhibits to this Registration
Statement.

COMMON STOCK

       The Board has authorized the issuance of up to 1,382,740 shares of the
Common Stock and 400,000 shares underlying stock options granted to the
Consultants upon effectiveness of this Registration Statement.

THE CONSULTANTS

       The Consultants have agreed to provide their expertise and advice to the
Company on a non-exclusive basis for the purpose of promoting the interests of
the Company.

NO RESTRICTIONS ON TRANSFER

       The Consultants will become the record and beneficial owners of the
shares of Common Stock upon issuance and delivery and are entitled to all of the
rights of ownership, including the right to vote any shares awarded and to
receive ordinary cash dividends on the Common Stock.

TAX TREATMENT TO THE CONSULTANT

       The Common Stock is not qualified under Section 401(a) of the Internal
Revenue Code. The Consultant, therefore, will be deemed for federal income tax
purposes to recognize ordinary income during the taxable year in which the first
of the following events occurs: (a) the shares become freely transferable, or
(b) the shares cease to be subject to a substantial risk of forfeiture.
Accordingly, the Consultant will receive compensation taxable at ordinary rates
equal to the fair market value of the shares on the date of receipt since there
will be no substantial risk of forfeiture or other restrictions on transfer. If,
however, the Consultant receives shares of common stock pursuant to the exercise
of an option or options at an exercise price below the fair market value of the
shares on the date of exercise, the difference between the exercise price and
the fair market value of the stock on the date of exercise will be deemed
ordinary income for 


                                       6


<PAGE>   7
federal income tax purposes. The Consultant is urged to consult his tax advisor
on this matter. Further, if any recipient is an "affiliate", Section 16(b) of
the Exchange Act is applicable and will affect the issue of taxation.

TAX TREATMENT TO THE COMPANY

       The amount of income recognized by any recipient hereunder in accordance
with the foregoing discussion will be an expense deductible by the Company for
federal income tax purposes in the taxable year of the Company during which the
recipient recognizes income.

RESTRICTIONS ON RESALES

       In the event that an affiliate of the Company acquires shares of Common
Stock hereunder, the affiliate will be subject to Section 16(b) of the Exchange
Act. Further, in the event that any affiliate acquiring shares hereunder has
sold or sells any shares of Common Stock in the six months preceding or
following the receipt of shares hereunder, any so called "profit", as computed
under Section 16(b) of the Exchange Act, would be required to be disgorged from
the recipient to the Company. Services rendered have been recognized as valid
consideration for the "purchase" of shares in connection with the "profit"
computation under Section 16(b) of the Exchange Act. The Company has agreed that
for the purpose of any "profit" computation under 16(b) the price paid for the
common stock issued to affiliates is equal to the value of services rendered.
Shares of Common Stock acquired hereunder by persons other than affiliates are
not subject to Section 16(b) of the Exchange Act.


DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION

       The Company hereby incorporates by reference (i) its annual report on
Form 10-K for the year ended June 30, 1997 filed pursuant to Section 13 of the
Exchange Act, (ii) any and all Forms 10-Q (or 10-QSB) filed under the Securities
or Exchange Act subsequent to any filed Form 10K (or 10-KSB), as well as all
other reports filed under Section 13 of the Exchange Act, and the Company's Form
8-K filings, if any, and (iii) its annual report, if any, to shareholders
delivered pursuant to Rule 14a-3 of the Exchange Act. In addition, all further
documents filed by the Company pursuant to Section 13, 14, or 15(d) of the
Exchange Act prior to the termination of this offering are deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date of filing. All documents which when together, constitute this Prospectus,
will be sent or given to participants by the Registrant as specified by Rule
428(b)(1) of the Securities Act.


ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

        A copy of any document or part thereof incorporated by reference in this
Registration Statement but not delivered with this Prospectus or any document
required to be delivered pursuant to Rule 428(b) under the Securities Act will
be furnished without charge upon written or oral request. Requests should be
addressed to: 2246 Lindsay Way, Glendora, California 91740.

LEGAL OPINION AND EXPERTS

       Richard O. Weed has rendered an opinion on the validity of the securities
being registered.


                                       7


<PAGE>   8
The financial statements of Scientific NRG, Inc. incorporated by reference in
the Company's Annual Report (Form 10-KSB) for the year ended June 30, 1997 have
been audited by Corbin & Wertz independent auditors, as set forth in their
report incorporated herein by reference and are incorporated herein in reliance
upon such report given upon the authority of the firm as experts in auditing and
accounting.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

        Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling the Company,
the Company has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

        Registrant hereby states that (i) all documents set forth in (a) through
(c), below, are incorporated by reference in this registration statement, and
(ii) all documents subsequently filed by registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.

                (a) Registrant's latest Annual Report, whether filed pursuant to
        Section 13(a) or 15(d) of the Exchange Act;

                (b) All other reports filed pursuant to Section 13(a) or 15(d)
        of the Exchange Act since the end of the fiscal year covered by annual
        report referred to in (a), above; and

                (c) The latest prospectus filed pursuant to Rule 424(b) under
        the Securities Act.


ITEM 4. DESCRIPTION OF SECURITIES

        No description of the class of securities (i.e. the no par value Common
Stock) is required under this item because the Common Stock is registered under
Section 12 of the Exchange Act.


ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL


                                       8


<PAGE>   9
        Richard O. Weed, counsel to the Company and a Director, owns 185,000
shares of the Company's common stock and will receive 502,740 shares pursuant to
this registration statement.


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Minnesota Statutes Annotated Section 302A.251 Subdivision 4 provides for the
elimination or limitation of liability for directors of the Company. Moreover,
Article VI of the Company's Articles of Incorporation provides that "A director
or the corporation shall not be personally liable to the corporation
shareholders for monetary damages for breach of fiduciary duty as a director,
except (i) liability based on a breach or the duty of loyalty to the corporation
or shareholders; (ii) liability for acts or omissions not in good faith or that
in intentional misconduct or a knowing violation of law; (iii) liability based
on the payment of an improper dividend or an improper repurchase of the
corporation's stock Section 559 or the Minnesota Business Corporation Act
(Minnesota Statutes, Chapter 302A) or on violations of federal or state
securities laws; (iv) liability for any transaction from which the director
derived an improper personal benefit, or (v) liability for any omission
occurring prior to the date this Article VI becomes effective. If Chapter 302A
of the Minnesota Business Corporation Act hereafter is amended to authorize the
further elimination or limitation of the liability of directors, then the
liability of a director the corporation, in addition to the limitation on
personal liability provided herein, shall be limited to the fullest extent
permitted by such amended Chapter 302A of the Minnesota Business Corporation
Act. Any repeal or modification or this Article by the shareholders of the
corporation shall be prospective only, shall not adversely affect any limitation
on the personal liability or a director of the corporation existing at the time
of such repeal or modification, and shall be made only upon the affirmative vote
of the same percentage of votes represented by shares of the common stock of the
Corporation present, in person or by proxy, at a meeting of shareholders duly
called for such purpose as were originally obtained to adopt this Article VI.

        The effect of these provisions will be to eliminate the rights of the
Company and its stockholders (through shareholders' derivative suits on behalf
of the Company) to recover monetary damages against a director for breach of
fiduciary duty as a director (including breaches resulting from negligent or
grossly negligent behavior) except in the situations described in clauses (i) -
(v) of the proceeding paragraph.

        These provisions will not affect the validity of injunctive relief
against directors of the Company (although such relief may not always be
available as a practical matter) nor will it limit directors liability for
violations of federal securities laws.


ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

               Not applicable.


                                       9


<PAGE>   10
ITEM 8. EXHIBITS

       (a) The following exhibits are filed as part of this registration
       statement pursuant to Item 601 of Regulation S-K and are specifically
       incorporated herein by this reference:


<TABLE>
<CAPTION>
           EXHIBIT NO.        TITLE
<S>                           <C>
               1.             Not required.

               2.             Not required.

               3.             Not required.

               4.             Not applicable.

               5.             Opinion of Richard O. Weed regarding the legality
                              of the securities registered.

               6.             Not required.

               7.             Not required.

               8.             Not required.

               9.             Not required.

               10.            A. Employment Agreement with Daniel W. Parke 
                              B. Employment Agreement with Jonathan D. Forgy 
                              C. Fee Agreement with Richard O. Weed

               11.            Not required.

               12.            Not required.

               13.            Not required.
</TABLE>


                                       10


<PAGE>   11

<TABLE>
<CAPTION>
           EXHIBIT NO.        TITLE
<S>                           <C>
               14.            Not required.

               15.            Not required.

               16.            Not required.

               17.            Not required.

               18.            Not required.

               19.            Not required.

               20.            Not required.

               21.            Not required.

               22.            Not required.

               23.            Not required.

               23.1           Consent of Richard O. Weed, special counsel to
                              registrant, to the use of his opinion with respect
                              to the legality of the securities being registered
                              hereby and to the references to him in the
                              Prospectus filed as a part hereof.

               23.2           Consent of Corbin & Wertz

               25.            Not applicable.

               26.            Not applicable.

               27.            Not applicable.

               28.            Not applicable.

               29.            Not applicable.
</TABLE>


                                       11


<PAGE>   12
ITEM 9. UNDERTAKINGS

        Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
registrant pursuant to the foregoing provisions, or otherwise, registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by registrant of expenses
incurred or paid by a director, officer or controlling person of registrant in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification is against public policy
as expressed in the Act and will be governed by the final adjudication of such
issue.

        Registrant hereby undertakes:

        (1)     To file, during any period in which offers or sales are being
                made, a post-effective amendment to this registration statement
                to:

                (i)     include any prospectus required by Section 10 (a) (3) of
                        the Securities Act;

                (ii)    reflect in the prospectus any facts or events arising
                        after the effective date of the registration statement
                        (or the most recent post-effective amendment thereof)
                        which, individually or in the aggregate, represents a
                        fundamental change in the information set forth in the
                        registration statement; and

                (iii)   include any material information with respect to the
                        plan of distribution not previously disclosed in the
                        registration statement or any material change to such
                        information in the registration statement.

                provided, however, paragraphs (i) and (ii) shall not apply if
                the information required to be included in a post-effective
                amendment by those paragraph is incorporated by reference from
                period reports filed by the registrant small business issuer
                under the Exchange Act.

        (2)     That, for the purpose of determining any liability under the
                Securities Act, each post-effective amendment to the
                registration statement shall be deemed to be a new registration
                statement relating to the securities offered therein and the
                offering of such securities at that time shall be deemed to be
                the initial bona fide offering thereof.

        (3)     To remove from registration by means of a post-effective
                amendment any of the securities being registered which remain
                unsold at the termination of the offering.

        (4)     To deliver or cause to be delivered with the prospectus, to each
                person to whom the prospectus is sent or given, the latest
                annual report to security holders that is incorporated by
                reference in the prospectus and furnished pursuant to and
                meeting the requirements of 


                                       12


<PAGE>   13
                Rule 14a-3 or Rule 14e-3 under the Securities Exchange Act of
                1934; and, where interim financial information require to be
                presented by Article 3 of Regulation S-X is not set forth in the
                prospectus, to deliver, or cause to be delivered to each person
                to whom the prospectus is sent or given, the latest quarterly
                report that is specifically incorporated by reference in the
                prospectus to provide such interim financial information.

        Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of registrant's annual
report pursuant to Section 13(a) of the Securities Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

                                   SIGNATURES


        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized in the City of Irvine, State of California on the 13th day of August,
1998.

                                   SCIENTIFIC NRG, INCORPORATED.
                                   (Registrant)


                                   By: /s/ Jonathan D. Forgy
                                      -------------------------------
                                      Jonathan D. Forgy, President


        Pursuant to the requirements of the 1933 Act, this registration
statement or amendment has been signed by the following persons in the
capacities and on the dates indicated:


<TABLE>
<CAPTION>
Signatures                              Title                          Date
----------                              -----                          ----
<S>                                 <C>                          <C> 
/s/ Jonathan D. Forgy               President                    August 13, 1998
-------------------------------     and Director
Jonathan D. Forgy                   


/s/ Oliver K. Washburn              Chief Financial Officer,     August 13, 1998
-------------------------------     and Director
Oliver K. Washburn                  


/s/ Richard O. Weed                 Director                     August 13, 1998
-------------------------------
Richard O. Weed
</TABLE>


                                       13


<PAGE>   14
                         FORM S-8 REGISTRATION STATEMENT


                                  EXHIBIT INDEX



        The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-K and are specifically incorporated herein
by this reference:


<TABLE>
<CAPTION>
EXHIBIT NUMBER
IN REGISTRATION                                                                          NUMBERED
   STATEMENT                            DESCRIPTION                                        PAGE
--------------                          -----------                                      --------
<S>              <C>                                                                     <C>
5.                      Opinion of Counsel                                                  15

10.              A.      Employment Agreement with Daniel W. Parke                          17


                 B.      Employment Agreement with Jonathan D. Forgy                        24


                 C.      Fee Agreement with Richard O. Weed                                 31

23.1                  Consent of Richard O. Weed to Use of Opinion                          35

23.2                  Consent of Corbin & Wertz                                             36
</TABLE>


                                       14
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 33838}]
{"company-data": {"conformed-name": "SCIENTIFIC NRG INC", "cik": "0000794929", "assigned-sic": "3640", "irs-number": "411457271", "state-of-incorporation": "MN", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61481", "film-number": "98689187"}, "business-address": {"street1": "2246 LINDSAY WAY", "city": "GLENDORA", "state": "CA", "zip": "91740", "phone": "7147303555"}, "mail-address": {"street1": "2246 LINDSAY WAY", "city": "GLENDORA", "state": "CA", "zip": "91740"}, "former-company": {"former-conformed-name": "NRG INC /MN/", "date-changed": "19870216"}}
1
  As filed with the U.S. Securities and Exchange Commission on August 14, 1998

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ----------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          Scientific NRG, Incorporated
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

             Minnesota                               41-1457271 
--------------------------------------------------------------------------------
     (State or other jurisdiction of                (IRS Employer     
      incorporation or organization)              Identification No.)

                  2246 Lindsay Way, Glendora, California 91740
--------------------------------------------------------------------------------
          (Address of Principal Executive Offices, including ZIP Code)

                   Employment Agreement with Daniel W. Parke,
                Employment Agreement with Jonathan D. Forgy, Fee
                         Agreement with Richard O. Weed.
--------------------------------------------------------------------------------
                            (Full title of the plan)

                 Jonathan D. Forgy, President, 2246 Lindsay Way,
                           Glendora, California 91740
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (909) 305-0322
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)
2
                         CALCULATION OF REGISTRATION FEE
=========================================================================================================
                                                                      PROPOSED
                                                   PROPOSED            MAXIMUM                AMOUNT OF
TITLE OF SECURITIES        AMOUNT OF SHARES     MAXIMUM OFFERING      AGGREGATE              REGISTRATION
 TO BE REGISTERED          TO BE REGISTERED     PRICE PER SHARE(1)  OFFERING PRICE(1)            FEE
 ----------------          ----------------     ------------------  -----------------        ------------
no par value
common stock                        240,000          $    0.09            $  21,600          $    6.37
no par value                                                           
common stock                        640,000          $    0.09            $  57,600          $   16.99
no par value                                                           
common stock                        502,740          $    0.09            $  45,246          $   13.35
no par value                                                           
common stock                        300,000          $    0.20            $  60,000          $   17.70
underlying options                                                     
no par value                                                           
common stock                        100,000          $    0.20            $  20,000          $    5.90
underlying options                                                     
                                                                       
           TOTALS                 1,782,740                N/A            $ 204,447          $   60.31
=========================================================================================================
Total No. of Pages: 36                             Exhibit Index on Page No.: 14

(1)     This calculation is made solely for the purposes of determining the
        registration fee pursuant to the provisions of Rule 457(h) under the
        Securities Act and is calculated on the basis of either (a) the average
        of the high and low prices per share of the Common Stock as of a date
        within five business days prior to the filing of this Registration
        Statement.

                                       2
3
                                   PROSPECTUS

                          SCIENTIFIC NRG, INCORPORATED
                  2246 Lindsay Way, Glendora, California 91740
                      1,382,740 SHARES OF COMMON STOCK AND
                400,000 SHARES OF COMMON STOCK UNDERLYING OPTIONS

        This Prospectus relates to the offer and sale by Scientific NRG,
Incorporated, a Minnesota corporation (the "Company"), of shares of its no par
value per share common stock (the "Common Stock") to certain employees and
consultants (collectively the "Consultants") pursuant to agreements entered into
between the Company and the Consultants. The Company is registering hereunder
and then issuing, upon receipt of adequate consideration therefor, to the
Consultants 1,382,740 shares of the Common Stock and 400,000 shares of Common
Stock underlying stock options in consideration for services rendered and to be
performed under the agreements.

        The Common Stock is not subject to any restriction on transferability.
Recipients of shares other than persons who are "affiliates" of the Company
within the meaning of the Securities Act of 1933 (the "Act") may sell all or
part of the shares in any way permitted by law, including sales in the
over-the-counter market at prices prevailing at the time of such sale. Of the
shares registered hereunder 1,382,740 shares of Common Stock are being sold to
Daniel W. Parke, Jonathan D. Forgy, and Richard O. Weed who are "affiliates" of
the Company. An affiliate is summarily, any director, executive officer or
controlling shareholder of the Company. The "affiliates" of the Company may
become subject to Section 16(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), which would limit their discretion in transferring
the shares acquired in the Company. If the Consultant who is not now an
"affiliate" becomes an "affiliate" of the Company in the future, he would then
be subject to Section 16(b) of the Exchange Act. (See "General Information -
Restrictions on Resales").

The Common Stock is listed on the OTC bulletin board under the symbol "SCCG".

      THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
      SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON
      THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
      CONTRARY IS A CRIMINAL OFFENSE.

                 The date of this Prospectus is August 13, 1998

                                       3
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        This Prospectus is part of a Registration Statement which was filed and
became effective under the Securities Act of 1933, as amended (the "Securities
Act"), and does not contain all of the information set forth in the Registration
Statement, certain portions of which have been omitted pursuant to the rules and
regulations promulgated by the U.S. Securities and Exchange Commission (the
"Commission") under the Securities Act. The statements in this Prospectus as to
the contents of any contracts or other documents filed as an exhibit to either
the Registration Statement or other filings by the Company with the Commission
are qualified in their entirety by the reference thereto.

        A copy of any document or part thereof incorporated by reference in this
Prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: 2246 Lindsay Way,
Glendora, California 91740.

        The Company is subject to the reporting requirements of the Exchange Act
and in accordance therewith files reports and other information with the
Commission. These reports, as well as the proxy statements, information
statements and other information filed by the Company under the Exchange Act may
be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W. Washington D.C. 20549. Copies may be
obtained at the prescribed rates. In addition, the Common Stock is quoted on the
automated quotation system maintained by the National Association of Securities
Dealers, Inc. ("NASD"); thus, copies of these reports, proxy statements,
information statements and other information may also be examined at the offices
of the NASD at 1735 K. Street, N.W. Washington, D.C. 20549.

        No person has been authorized to give any information or to make any
representation, other than those contained in this Prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company. This Prospectus does not constitute an offer or
a solicitation by anyone in any state in which such is not authorized or in
which the person making such is not qualified or to any person to whom it is
unlawful to make an offer or solicitation.

        Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has not been a
change in the affairs of the Company since the date hereof.

                                       4
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                                TABLE OF CONTENTS
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS                                         6

ITEM 1. PLAN INFORMATION                                                                     6

   GENERAL INFORMATION                                                                       6

   THE COMPANY                                                                               6

   PURPOSES                                                                                  6

   COMMON STOCK                                                                              6

   THE CONSULTANTS                                                                           6

   NO RESTRICTIONS ON TRANSFER                                                               6

   TAX TREATMENT TO THE CONSULTANT                                                           6

   TAX TREATMENT TO THE COMPANY                                                              7

   RESTRICTIONS ON RESALES                                                                   7

DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION                               7

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION                          7

   LEGAL OPINION AND EXPERTS                                                                 7

   INDEMNIFICATION OF OFFICERS AND DIRECTORS                                                 8

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT                                           8

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE                                              8

ITEM 4. DESCRIPTION OF SECURITIES                                                            8

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL                                               8

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS                                           9

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED                                                  9

ITEM 8. EXHIBITS                                                                            10

ITEM 9. UNDERTAKINGS                                                                        12

SIGNATURES                                                                                  13

EXHIBIT INDEX                                                                               14
5
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                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION

GENERAL INFORMATION

THE COMPANY

        The Company has its principal executive offices at: 2246 Lindsay Way,
Glendora, California 91740.

PURPOSES

       The Common Stock will be issued by the Company pursuant to agreements
entered into between the Consultants and the Company and approved by the Board
of Directors of the Company (the "Board of Directors"). The agreements are
intended to provide a method whereby the Company may be stimulated by the
personal involvement of the Consultants in the Company's future prosperity,
thereby advancing the interests of the Company, and all of its shareholders.
Copies of the agreements have been filed as exhibits to this Registration
Statement.

COMMON STOCK

       The Board has authorized the issuance of up to 1,382,740 shares of the
Common Stock and 400,000 shares underlying stock options granted to the
Consultants upon effectiveness of this Registration Statement.

THE CONSULTANTS

       The Consultants have agreed to provide their expertise and advice to the
Company on a non-exclusive basis for the purpose of promoting the interests of
the Company.

NO RESTRICTIONS ON TRANSFER

       The Consultants will become the record and beneficial owners of the
shares of Common Stock upon issuance and delivery and are entitled to all of the
rights of ownership, including the right to vote any shares awarded and to
receive ordinary cash dividends on the Common Stock.

TAX TREATMENT TO THE CONSULTANT

       The Common Stock is not qualified under Section 401(a) of the Internal
Revenue Code. The Consultant, therefore, will be deemed for federal income tax
purposes to recognize ordinary income during the taxable year in which the first
of the following events occurs: (a) the shares become freely transferable, or
(b) the shares cease to be subject to a substantial risk of forfeiture.
Accordingly, the Consultant will receive compensation taxable at ordinary rates
equal to the fair market value of the shares on the date of receipt since there
will be no substantial risk of forfeiture or other restrictions on transfer. If,
however, the Consultant receives shares of common stock pursuant to the exercise
of an option or options at an exercise price below the fair market value of the
shares on the date of exercise, the difference between the exercise price and
the fair market value of the stock on the date of exercise will be deemed
ordinary income for 

                                       6
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federal income tax purposes. The Consultant is urged to consult his tax advisor
on this matter. Further, if any recipient is an "affiliate", Section 16(b) of
the Exchange Act is applicable and will affect the issue of taxation.

TAX TREATMENT TO THE COMPANY

       The amount of income recognized by any recipient hereunder in accordance
with the foregoing discussion will be an expense deductible by the Company for
federal income tax purposes in the taxable year of the Company during which the
recipient recognizes income.

RESTRICTIONS ON RESALES

       In the event that an affiliate of the Company acquires shares of Common
Stock hereunder, the affiliate will be subject to Section 16(b) of the Exchange
Act. Further, in the event that any affiliate acquiring shares hereunder has
sold or sells any shares of Common Stock in the six months preceding or
following the receipt of shares hereunder, any so called "profit", as computed
under Section 16(b) of the Exchange Act, would be required to be disgorged from
the recipient to the Company. Services rendered have been recognized as valid
consideration for the "purchase" of shares in connection with the "profit"
computation under Section 16(b) of the Exchange Act. The Company has agreed that
for the purpose of any "profit" computation under 16(b) the price paid for the
common stock issued to affiliates is equal to the value of services rendered.
Shares of Common Stock acquired hereunder by persons other than affiliates are
not subject to Section 16(b) of the Exchange Act.

DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION

       The Company hereby incorporates by reference (i) its annual report on
Form 10-K for the year ended June 30, 1997 filed pursuant to Section 13 of the
Exchange Act, (ii) any and all Forms 10-Q (or 10-QSB) filed under the Securities
or Exchange Act subsequent to any filed Form 10K (or 10-KSB), as well as all
other reports filed under Section 13 of the Exchange Act, and the Company's Form
8-K filings, if any, and (iii) its annual report, if any, to shareholders
delivered pursuant to Rule 14a-3 of the Exchange Act. In addition, all further
documents filed by the Company pursuant to Section 13, 14, or 15(d) of the
Exchange Act prior to the termination of this offering are deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date of filing. All documents which when together, constitute this Prospectus,
will be sent or given to participants by the Registrant as specified by Rule
428(b)(1) of the Securities Act.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

        A copy of any document or part thereof incorporated by reference in this
Registration Statement but not delivered with this Prospectus or any document
required to be delivered pursuant to Rule 428(b) under the Securities Act will
be furnished without charge upon written or oral request. Requests should be
addressed to: 2246 Lindsay Way, Glendora, California 91740.

LEGAL OPINION AND EXPERTS

       Richard O. Weed has rendered an opinion on the validity of the securities
being registered.

                                       7
8
The financial statements of Scientific NRG, Inc. incorporated by reference in
the Company's Annual Report (Form 10-KSB) for the year ended June 30, 1997 have
been audited by Corbin & Wertz independent auditors, as set forth in their
report incorporated herein by reference and are incorporated herein in reliance
upon such report given upon the authority of the firm as experts in auditing and
accounting.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

        Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling the Company,
the Company has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

        Registrant hereby states that (i) all documents set forth in (a) through
(c), below, are incorporated by reference in this registration statement, and
(ii) all documents subsequently filed by registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.

                (a) Registrant's latest Annual Report, whether filed pursuant to
        Section 13(a) or 15(d) of the Exchange Act;

                (b) All other reports filed pursuant to Section 13(a) or 15(d)
        of the Exchange Act since the end of the fiscal year covered by annual
        report referred to in (a), above; and

                (c) The latest prospectus filed pursuant to Rule 424(b) under
        the Securities Act.

ITEM 4. DESCRIPTION OF SECURITIES

        No description of the class of securities (i.e. the no par value Common
Stock) is required under this item because the Common Stock is registered under
Section 12 of the Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

                                       8
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        Richard O. Weed, counsel to the Company and a Director, owns 185,000
shares of the Company's common stock and will receive 502,740 shares pursuant to
this registration statement.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Minnesota Statutes Annotated Section 302A.251 Subdivision 4 provides for the
elimination or limitation of liability for directors of the Company. Moreover,
Article VI of the Company's Articles of Incorporation provides that "A director
or the corporation shall not be personally liable to the corporation
shareholders for monetary damages for breach of fiduciary duty as a director,
except (i) liability based on a breach or the duty of loyalty to the corporation
or shareholders; (ii) liability for acts or omissions not in good faith or that
in intentional misconduct or a knowing violation of law; (iii) liability based
on the payment of an improper dividend or an improper repurchase of the
corporation's stock Section 559 or the Minnesota Business Corporation Act
(Minnesota Statutes, Chapter 302A) or on violations of federal or state
securities laws; (iv) liability for any transaction from which the director
derived an improper personal benefit, or (v) liability for any omission
occurring prior to the date this Article VI becomes effective. If Chapter 302A
of the Minnesota Business Corporation Act hereafter is amended to authorize the
further elimination or limitation of the liability of directors, then the
liability of a director the corporation, in addition to the limitation on
personal liability provided herein, shall be limited to the fullest extent
permitted by such amended Chapter 302A of the Minnesota Business Corporation
Act. Any repeal or modification or this Article by the shareholders of the
corporation shall be prospective only, shall not adversely affect any limitation
on the personal liability or a director of the corporation existing at the time
of such repeal or modification, and shall be made only upon the affirmative vote
of the same percentage of votes represented by shares of the common stock of the
Corporation present, in person or by proxy, at a meeting of shareholders duly
called for such purpose as were originally obtained to adopt this Article VI.

        The effect of these provisions will be to eliminate the rights of the
Company and its stockholders (through shareholders' derivative suits on behalf
of the Company) to recover monetary damages against a director for breach of
fiduciary duty as a director (including breaches resulting from negligent or
grossly negligent behavior) except in the situations described in clauses (i) -
(v) of the proceeding paragraph.

        These provisions will not affect the validity of injunctive relief
against directors of the Company (although such relief may not always be
available as a practical matter) nor will it limit directors liability for
violations of federal securities laws.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

               Not applicable.

                                       9
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ITEM 8. EXHIBITS

       (a) The following exhibits are filed as part of this registration
       statement pursuant to Item 601 of Regulation S-K and are specifically
       incorporated herein by this reference:
EXHIBIT NO.        TITLE
1.             Not required.

               2.             Not required.

               3.             Not required.

               4.             Not applicable.

               5.             Opinion of Richard O. Weed regarding the legality
                              of the securities registered.

               6.             Not required.

               7.             Not required.

               8.             Not required.

               9.             Not required.

               10.            A. Employment Agreement with Daniel W. Parke 
                              B. Employment Agreement with Jonathan D. Forgy 
                              C. Fee Agreement with Richard O. Weed

               11.            Not required.

               12.            Not required.

               13.            Not required.
10
11
EXHIBIT NO.        TITLE
14.            Not required.

               15.            Not required.

               16.            Not required.

               17.            Not required.

               18.            Not required.

               19.            Not required.

               20.            Not required.

               21.            Not required.

               22.            Not required.

               23.            Not required.

               23.1           Consent of Richard O. Weed, special counsel to
                              registrant, to the use of his opinion with respect
                              to the legality of the securities being registered
                              hereby and to the references to him in the
                              Prospectus filed as a part hereof.

               23.2           Consent of Corbin & Wertz

               25.            Not applicable.

               26.            Not applicable.

               27.            Not applicable.

               28.            Not applicable.

               29.            Not applicable.
11
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ITEM 9. UNDERTAKINGS

        Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
registrant pursuant to the foregoing provisions, or otherwise, registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by registrant of expenses
incurred or paid by a director, officer or controlling person of registrant in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification is against public policy
as expressed in the Act and will be governed by the final adjudication of such
issue.

        Registrant hereby undertakes:

        (1)     To file, during any period in which offers or sales are being
                made, a post-effective amendment to this registration statement
                to:

                (i)     include any prospectus required by Section 10 (a) (3) of
                        the Securities Act;

                (ii)    reflect in the prospectus any facts or events arising
                        after the effective date of the registration statement
                        (or the most recent post-effective amendment thereof)
                        which, individually or in the aggregate, represents a
                        fundamental change in the information set forth in the
                        registration statement; and

                (iii)   include any material information with respect to the
                        plan of distribution not previously disclosed in the
                        registration statement or any material change to such
                        information in the registration statement.

                provided, however, paragraphs (i) and (ii) shall not apply if
                the information required to be included in a post-effective
                amendment by those paragraph is incorporated by reference from
                period reports filed by the registrant small business issuer
                under the Exchange Act.

        (2)     That, for the purpose of determining any liability under the
                Securities Act, each post-effective amendment to the
                registration statement shall be deemed to be a new registration
                statement relating to the securities offered therein and the
                offering of such securities at that time shall be deemed to be
                the initial bona fide offering thereof.

        (3)     To remove from registration by means of a post-effective
                amendment any of the securities being registered which remain
                unsold at the termination of the offering.

        (4)     To deliver or cause to be delivered with the prospectus, to each
                person to whom the prospectus is sent or given, the latest
                annual report to security holders that is incorporated by
                reference in the prospectus and furnished pursuant to and
                meeting the requirements of 

                                       12
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                Rule 14a-3 or Rule 14e-3 under the Securities Exchange Act of
                1934; and, where interim financial information require to be
                presented by Article 3 of Regulation S-X is not set forth in the
                prospectus, to deliver, or cause to be delivered to each person
                to whom the prospectus is sent or given, the latest quarterly
                report that is specifically incorporated by reference in the
                prospectus to provide such interim financial information.

        Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of registrant's annual
report pursuant to Section 13(a) of the Securities Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized in the City of Irvine, State of California on the 13th day of August,
1998.

                                   SCIENTIFIC NRG, INCORPORATED.
                                   (Registrant)

                                   By: /s/ Jonathan D. Forgy
                                      -------------------------------
                                      Jonathan D. Forgy, President

        Pursuant to the requirements of the 1933 Act, this registration
statement or amendment has been signed by the following persons in the
capacities and on the dates indicated:
Signatures                              Title                          Date
----------                              -----                          ----
/s/ Jonathan D. Forgy               President                    August 13, 1998
-------------------------------     and Director
Jonathan D. Forgy                   

/s/ Oliver K. Washburn              Chief Financial Officer,     August 13, 1998
-------------------------------     and Director
Oliver K. Washburn                  

/s/ Richard O. Weed                 Director                     August 13, 1998
-------------------------------
Richard O. Weed
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                         FORM S-8 REGISTRATION STATEMENT

                                  EXHIBIT INDEX

        The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-K and are specifically incorporated herein
by this reference:
EXHIBIT NUMBER
IN REGISTRATION                                                                          NUMBERED
   STATEMENT                            DESCRIPTION                                        PAGE
--------------                          -----------                                      --------
5.                      Opinion of Counsel                                                  15

10.              A.      Employment Agreement with Daniel W. Parke                          17

                 B.      Employment Agreement with Jonathan D. Forgy                        24

                 C.      Fee Agreement with Richard O. Weed                                 31

23.1                  Consent of Richard O. Weed to Use of Opinion                          35

23.2                  Consent of Corbin & Wertz                                             36
14