U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)
[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934

     For the fiscal year ended December 31, 2001

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

     For the transition period from ___________ to ___________

                         Commission file number: 0-29087

                                   NUTEK INC.
                  --------------------------------------------
                 (Name of small business issuer in its charter)

        Nevada                                                87-0374623
------------------------                                     --------------
(State or other jurisdiction of                              (IRS Employer
incorporation  or  organization)                             Identification
                                                              No.)

   1110 Mary Crest Road, Henderson, Nevada                        89074
------------------------------------------------------          ---------
    (Address of principal executive offices)                    (Zip Code)

                            702-567-2613 (Telephone)
                            702-567-2617 (Fax)
                             ----------------------
                           (Issuer's telephone number)

Securities registered under Section 12(b) of the Exchange Act:

Title of each class registered: None       Name of each exchange on which
                                           registered:  None

Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, par value $.001
                          -----------------------------
                                (Title of class)

     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 [ ]

     Check if no disclosure of delinquent filers in response to Item 405
of Regulation S-B is contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [ ]

     The issuer had revenues of $2,916,078 for the fiscal year ended
December 31, 2001.

     Based on the average of the closing bid and asked prices of the issuer's
common stock on December 31, 2001, the aggregate market value of the voting
stock held by non-affiliates of the registrant on that date was $7,853,179.


     As of December 31, 2001, the issuer had 71,392,535 shares of common stock
outstanding.

<PAGE>

                      DOCUMENTS INCORPORATED BY REFERENCE

The Company's report on Form 8-K dated January 7, 2002

The Company's report on Form 8-K dated October 5, 2001
The Company's report on Form 8-K dated August 29, 2001
The Company's report on Form 8-K dated August 7, 2001
The Company's report on Form 8-K dated July 31, 2001
The Company's report on Form S-8 dated July 24, 2001
The Company's report on Form S-8 dated April 6, 2001
The Company's report on Form S-8 dated March 1, 2001
The Company's report on DEF 14C dated January 30, 2001
The Company's report on PRE 14C dated January 10, 2001

     Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]


                           Forward-Looking Statements

This report contains forward-looking statements. The forward-looking statements
include all statements that are not statements of historical fact.  The
forward-looking  statements are often identifiable by their use of words such
as "may," "expect," "believe," "anticipate," "intend," "could," "estimate," or
"continue," "Plans" or the negative or other variations of those or comparable
terms.  Our actual results could differ materially from the anticipated results
described in the forward-looking statements.  Factors that could affect our
results include, but are not limited to, those discussed in Item 6,
"Management's Discussion and Analysis or Plan of Operation" and included
elsewhere in this report.


<PAGE>

                                    CONTENTS

                                                                          PAGE
PART I

    Item 1.  Description of Business........................................4
    Item 2.  Description of Property.......................................20
    Item 3.  Legal Proceedings.............................................20
    Item 4.  Submission of Matters to a Vote of Security Holders...........21

PART II

    Item 5.  Market for Common Equity and Related Stockholder Matters......21
    Item 6.  Management's Discussion and Analysis or Plan of Operation.....23
    Item 7.  Financial Statements..........................................26
    Item 8.  Changes in and Disagreements with Accountants on
                Accounting and Financial Disclosure........................26

PART III

    Item 9.  Directors, Executive Officers, Promoters and Control
                Persons; Compliance with Section 16(a) of the
                Exchange Act...............................................27
    Item 10. Executive Compensation........................................29
    Item 11. Security Ownership of Certain Beneficial Owners and
                Management                                             ....30
    Item 12. Certain Relationships and Related Transactions................33
    Item 13. Exhibits and Reports on Form 8-K..............................34

SIGNATURES   ..............................................................36

<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

A.  Business Development, Organization and Acquisition Activities

The Company was incorporated under the laws of the State of Nevada, on August
23, 1991, under the name Swiss Technique, Inc.  The original Articles of the
Company authorized the issuance of fifty million (50,000,000) shares of common
stock with a par value of $0.001.  On or about August 23, 1991, pursuant to
Section 78.486, Nevada Revised Statutes as amended, the Company filed with the
Nevada Secretary of State Articles of Merger, whereby the Company merged with
Sun Investments, Inc., a Utah corporation. On or about April 10, 1992, the
Issuer, with majority shareholder vote filed Articles of Amendment to the
Articles of Incorporation with the Secretary of State of Nevada, authorizing
five million (5,000,000) shares of Preferred Stock each have a par value of
$0.001, with such rights, preferences and designations and to be issued in such
series as determined by the Board of Directors of the Corporation.  The Company
in accordance with Section 78.250 of the Nevada Revised Statues and as a result
of the majority consent of shareholders executed on or about March 3, 1995
changed the name of the Company from Swiss Technique, Inc., to Nutek, Inc.  The
Company filed a Certificate of Amendment of Articles of Incorporation with the
Secretary of State of Nevada to change its name.  On or about September 20,
1997, the Company filed with the Nevada Secretary of State a Plan of
Reorganization and Agreement between itself and International Licensing Group,
Inc., a Delaware Corporation.

On December 31, 2000, there were 45,188,132 outstanding shares of Common Stock
issued and outstanding and 793,500 shares of Preferred Stock issued or
outstanding.  The approval of the Articles of Amendment requires the written
consent of the holders of a majority of the outstanding shares of the Common
Stock, and each share of the Common Stock was entitled to one vote with respect
of the approval of the Certificate of Amendment of the Articles of
Incorporation.  By written consent in lieu of a meeting, stockholders of
22,842,754 shares of the Common Stock, approved the corporate actions.

The Certificate of Amendment of the Articles of Incorporation was approved
by written consent on January 9, 2001, at a special Company board of directors
meeting, and the Certificate of Amendment of the Articles of Incorporation was
filed and accepted by the Nevada Secretary of State not to become effective
until February 19, 2001.

On February 19, 2001, the Articles of Incorporation were amended by deleting
the existing ARTICLE IV and replacing it in its entirety with the following
amendments:

          "ARTICLE 4: Authorized Shares: The aggregate number of
     shares which the corporation shall have authority to issue shall
     consist of two hundred million (200,000,000) shares of Common
     Stock having a $.001 par value, and twenty million (20,000,000)
     shares of Preferred Stock having a $.001 par value.  The Common and/or
     Preferred Stock of the Company may be issued from time to time
     without prior approval by the stockholders.  The Common and/or
     Preferred Stock may be issued for such consideration as may be
     fixed from time to time by the board of directors.  The Board of
     Directors may issue such share of Common and/or Preferred Stock in
     one or more series, with such voting powers, designations, preferences
     and rights or qualifications, limitations or restrictions thereof as
     shall be stated in the resolution or resolutions."

                                       4
<PAGE>

This amendment to the Articles of incorporation has been duly adopted,
filed and accepted by the Nevada Secretary of State in accordance with
General Corporation Law of the State of Nevada.

Swiss Technique Inc. was the former name of Nutek Inc, and at the time it
operated under Swiss Technique, the nature of its business according to the
Articles of Incorporation are:

The purpose or purposes for which this corporation is engaged are:

(a) To engage in the specific business of looking for business acquisitions and
related items; also the business of making investments, including investments
in, purchase and ownership of any and all kinds of property, assets or
business, whether alone or in conjunction with others.   Also, to acquire,
develop, explore and otherwise deal in and with all kinds of real and personal
property and all related activities, and for any and all other lawful purposes.

(b) To acquire by purchase, exchange, gift, bequest, subscription, or
otherwise; and to hold, own, mortgage pledge, hypothecate, sell, assign,
transfer, exchange, or otherwise dispose of or deal in or with its own
corporate securities or stock or other securities including, without
limitations, any shares of stock, bonds, debentures, notes, mortgages, or other
obligations, and any certificates, receipts or other instruments representing
rights or interests therein on any property or assets created or issued by any
person, firm, associate, or corporation, instrumentalities thereof; to make
payment therefore in any lawful manner or to issue in exchange therefore its
unreserved earned surplus for the purchase of its own shares, and to exercise
as owner or holder of any securities, any and all rights, powers, and
privileges in respect thereof.

(c) To do each and everything necessary, suitable, or proper for the
accomplishment of any of the purposes or the attainment of any one or more of
the subjects herein enumerated, or which may, at any time, appear conducive to
or expedient for the protection or benefit of this corporation, and to do said
acts as fully and to the same extent as natural persons might, or could do in
any part of the world as principals, agents, partners, trustees, or otherwise,
either alone or in conjunction with any other person, association or
corporation.

(d) The foregoing clauses shall be construed both as purposes and powers and
shall not be held to limit or restrict in any manner the general powers of the
Corporation, and the enjoyment and exercise thereof, as conferred by the laws
of the State of Nevada; and it is the intention that the purposes and powers
specified in each of the paragraphs of this Article III shall be regarded as
independent purposes and powers.

The Company is engaged in multiple business activities, which currently
include:

(A) Datascension Inc., which conducts telephone market research and provides
data entry services for third parties;
(B) Nutek Oil Inc, which owns the rights to oil leases in Texas;
(C) Kristi & Co., Inc., which designs, manufactures and sells woman's resort
wear clothing;
(D) Century Clocks Inc., which produces plastic wall clocks;
(E) SRC International Inc., which produces plastic coverings for metal
rails;

                                       5
<PAGE>

(F) Other consumer/industrial products which include: a patented safety product
that replaces standard light switch cover plates that automatically provide
illumination in the event of a power failure; and a patented plastic buffet
plate that allows the user to hold both a plate and cup in one hand.

The Company's mailing address is: 1110 Mary Crest Road, Henderson, Nevada
89074, phone number: 702-567-2613. The Company's websites can be found at:
www.nutk.com; www.tekplate.com and www.datascension.com

B. Business of Issuer

1) Principal Products, Services and Principal Markets.

(A) Datascension Inc.

On July 2, 2001, the Registrant commenced negotiations with Datascension Inc.,
with a view of acquiring 100% of the issued and outstanding stock of
Datascension. It was agreed that until a deal was struck, all negotiations
would remain confidential, as any news released might effect the market for
the shares of the Registrant in a manner that might be detrimental to the
shareholders of the Registrant should the proposed purchase not be
consummated.  Registrant completed its due diligence and accepted the
Agreement dated July 2, 2001, for the sum of $2,200,000.  (See Exhibit
8-K filed September 27, 2001)

Datascension is a premier data solutions company. Datascension represents a
unique expertise in the collecting, storage, processing and interpretation of
data. The Datascension Executive team boasts over 30 years of successful
experience in developing and implementing client solutions. The company boasts
an extensive list of satisfied customers with an emphasis and commitment to
absolute customer service, quality assurance and on-time project management.
Datascension's commitment to the development and utilization of the latest
technologies ensures the clients future compatibility and scalability.

Services
Telephone Interviewing (CATI or Paper)
Currently, Datascension's telephone facility has 170 CATI interviewing
stations, employing over 250 telephone interviewers. Datascension's current
client base will result in the conduct of more than 300,000 interviews in 2002
with consumers, retailers, businesses, and executive-level interviews.

Internet Data Collection
Datascension has a full time programming staff, which is experienced in
designing all types of web surveys and data collection sites. The programmers
are also well versed in creating web panels.

Database Engineering
Datascension has the expertise to create the smallest database to the most
complex full relational database. The database software allows the end user to
connect to Datascension's system via the Internet and run reports, pull data
with relatively no training. The Company's programmers have created relational
databases for fortune 500 companies all the way down to small flat files for
small market research companies. The Company can provide clients with NCOA,
address standardization, mailing labels, etc., to help better manager direct
marketing campaigns.

                                       6
<PAGE>

Data Storage
Datascension employs large disk storage hardware for short and long term
document/file archive and retrieval.

Document Processing
Datascension's developed expertise in data value ensures the greatest care in
document processing services. These include, clerical handling of documents,
coding, data entry, scanning and storage.

Data Reporting & Mining
Datascension programs banners using the latest version of Quantum (SPSS)
tabulation software. Datascension's programmers have extensive experience of
handling most types of data (ASCII, flat file, CSV, etc).

In-bound Customer Service
Datascension's expertise in handling customer service calls ranges from the
automotive industry to the garbage disposal industry.

(B) Nutek Oil Inc.

The Registrant, on or about November 1,1999, signed a Letter of Intent to
purchase the mineral acres, equipment, and part of the corporate assets which
operates the production of twenty (20) oil leases, consisting of ninety-four
(94) oil wells, in Texas, one geographic area, in the continental United States
from Clipper Operating Co., Inc.  The Company acquired these assets of the
Clipper Operating Co. on February 22, 2000 through a newly established Business
segment, Nutek Oil Inc.  The Company purchased some of the fixed assets of
Clipper Operating Co. valued at approximately $1.3 million, as well as, some
leases, farm-outs and interests of Clipper Operating Co. (See Exhibit 10.9,
Letter of Intent - Mineral Acres.)

Nutek Oil, acquired a 100 percent working interest in all property held by
Clipper Operating Co. in the Big Foot and Koyote fields of Frio and Atascosa
Counties, Texas.  These wells had been shut down for the past two (2) years,
and had generated no income during that time.  They had started generating
nominal income as of August, 1999.

The highlights of the purchase agreement of Clipper Operating Co., Inc.'s,
assets within the Letter of Intent includes the following terms:

A.   Purchase part of the corporate assets of Clipper Operating Co., Inc. for a
price of seventeen thousand three hundred thirty dollars ($17,330.00) paid to
the sole shareholder, P R. Maupin.

B. Purchase of all mineral acreage at a price of one hundred dollars
($100.00)per acre. Total price will be four hundred fifty four thousand nine
hundred and fifty nine dollars ($454,959.00).

C.  Purchase of all equipment will be at market value.  Total price will be
seven hundred ninety three thousand three hundred and sixty six and no/100
dollars ($793,366.00).

D.  Purchase of pipeline will be at market value.  Total price will be thirty
six thousand seven hundred twenty and no/100 dollars ($36,720.00).

E.  Method of payment was, one-half in the stock of Nutek, Inc. and one-half
in cash.  Half of this was paid for by issuing Nutek Restricted stock for the
traded value on 02/22/00 being $0.31.  The balance of the purchase price is to
be paid for in cash from profits realized from the oil operations.

                                       7
<PAGE>

(i) General Business - Oil Producing Activities, Acreage, Productive Wells

In view of the current economic conditions within the industry in which the
Registrant participates, the Registrant anticipates that cash flow from oil
operations for fiscal 2002 will be sufficient to satisfy all of its general
working capital requirements.  However, the registrant does not anticipate
sufficient cash flow from operations to meet the requirements for additional
drilling and exploration activities, necessitating additional capital infusions
either from affiliates or from sales of assets, borrowed funds and equity
participations.

OIL STRATEGY

The Company's oil and future gas exploration and development operations are
currently focused entirely on its activities in Texas.  The oil and gas
exploration and development operations are conducted through Nutek Oil Inc.
The Registrant acquired selected assets of the Clipper Operating Company on
02/23/2000.

The Company serves as operator with respect to these properties acquired
pursuant to association contracts in which the Company obtains a controlling
interest or holds the largest ownership interest; however, it is anticipated
that the Company will also participate in the development of properties
operated by third parties and in some cases may delegate operations to a third
party. The Company also intends to pursue natural gas gathering opportunities
within Texas. The Company's business strategy includes:

         Establishing production, cash flow and reserve value by exploring for
         and developing and purchasing producing oil and gas properties within
         the United States;

         Further developing and/or purchasing gas storage facilities and
         pipelines within the United States;

         Building the Company's base of operations by initially concentrating
         its development activities on existing wells within Texas;

         Acquiring additional properties with potential for development
         drilling to establish and maintain a significant inventory of
         undeveloped prospects and to establish and enhance the Company's
         foundation for future growth;

         Continuing to serve as operator of its wells, to ensure technical
         performance and reduce costs;

         Establish relationships with other energy companies to access their
         undeveloped properties, geological data and financial resources;

         Managing financial risk and mitigating technical risk by drilling in
         known productive trends with multi-geologic potential, diversifying
         investment over the interests in the Company's primary operating
         areas, developing properties that provide a balance between short and
         long term reserves, and establishing and maintaining a balance among
         the company's oil and gas generation activities; and

         Maintaining low general and administrative expenses.

                                       8
<PAGE>

The Company's oil and gas revenue, profitability and future rate of growth are
substantially dependent upon prevailing prices for natural gas and oil, which
are dependent upon numerous factors beyond the Company's control, such as
economic, political and regulatory developments and competition from other
sources of energy.  The energy markets have historically been highly volatile,
and future decreases in natural gas and oil prices could have a material or
diverse effect on the Company's financial position, results of operations and
quantities of natural gas and oil reserves that may be economically produced.

Oil and gas exploration and development is a speculative business and involves
a high degree of risk.  The Company is subject to all the risks normally
incident to drilling for and producing oil and gas including hazards such as
high-pressured formations, blowouts, cratering, fires, spills, cave-ins, or
other hazards or conditions, any of which could result in damage to or loss of
life or property.  These risks are not all insurable.

The Company has expended and plans to continue to expend significant amounts of
capital on the acquisition and exploration of its oil and gas interests.  Even
if the results of such activities are favorable, subsequent drilling at
significant costs must be conducted on a property to determine if commercial
development of the property is feasible.  Oil and gas drilling, may involve
unprofitable efforts, not only from dry holes but from wells that are
productive but do not produce sufficient net revenues to return a profit after
operating and other costs. It is difficult to project the costs of implementing
an exploratory drilling program due to the inherent uncertainties of drilling
in unknown formations, the costs associated with encountering various
conditions, such as high-pressured zones and tools lost in the hole, and
changes in drilling plans and locations as a result of prior exploratory wells
or additional seismic data and interpretations thereof. The marketability of
oil and gas which may be acquired or discovered by the Company will be affected
by the quality of the production and by numerous factors beyond its control,
including market fluctuations, the proximity and capacity of oil and gas
pipelines and processing equipment, government regulations, including
regulations relating to prices, taxes, royalties, land tenure, importing and
exporting of oil and gas and environmental protection.  There can be no
assurance the Company will be able to discover, develop and produce sufficient
reserves in Texas or elsewhere to recover the costs and expenses incurred in
connection with the acquisition, exploration and development thereof and
achieve profitability.

(C) Kristi & Co., Inc.

Kristi and Co., was acquired 01/06/2000 for 250,000 shares of the Company's
stock in exchange for the outstanding common stock of Kristi and Co., and a
note payable in the amount of $50,000.00 payable within 18 months at an
interest rate of 7% per annum.  Kristi and Co., has the rights to certain
woman's resort wear clothing designs and design groups.  Kristi and Co., plans
to market these items and to continue creating new designs.  Kristi and Co.,
was incorporated September 13, 1999.  Kristi and Co., reported the rights and
assets purchased from Kristi Hough at their historical cost of zero in a manner
similar to a pooling of interest due to the common control of management, per
APB Opinion 16.  When Nutek Inc., purchased Kristi and Co., the acquisition was
booked at the estimated fair market value of those rights and assets which
Kristi and Co., owned under the purchase method of accounting for business
combinations per APB 16 as there was not a common control issue for this
transaction.  Accordingly,

                                       9
<PAGE>

these designs and client lists were restated at their estimated fair market
values per the best judgment of management.  Management based its evaluation on
the fact that these customer lists, designs and patterns had previously
generated revenues of approximately $1,500,000 for a company in a similar line
of business over a period of approximately 18 months.  Nutek, Inc. estimated
the customer list at $30,000.00 and the designs and patterns at $70,000.00
Sales and cash flows of Kristi and Co.'s line indicate that the valuation was
accurate.

(D) Century Clocks Inc.

Century Clocks, Inc. (a Nevada Corporation) was incorporated on January 15,
1999 by Nutek, Inc.  On April 30, 1999, clock molds valued at $257,800.00 were
acquired.  Shares in the amount of 1,315,000 with a fair market value of $.12
totaling $157,800.00 plus notes payable in the amount of $100,000 was given in
exchange for the clock molds.

Nutek Inc., on May 24, 1999 formed a Strategic Alliance with the Department of
Veterans Industries.  The Company produces plastic wall clocks assembled and
packaged by US Veterans.

The Company markets the clocks in various ways, the principle method is
targeted at the premium promotional clock market through members of the
Advertising Specialties Institute.  These are companies that offer advertising
and promotional items to companies. Century Clocks is registered supplier to
the Advertising Industry Institute and is identified as supplier asi/44459.

(E) SRC International Inc.

The Company purchased the rights and assets to produce this product from SRC
International, Lombard, IL.  (See Exhibit 10.6, "Plan of Purchase and
Agreement.")

SRC International Inc., manufacturers the Super Glide, a patented product for
the dry cleaning garment industry. Super Glide is a rail covering made of a
durable, slick polymer designed to reduce friction between rails and hangers
in the dry cleaning and garment industry.  Super Glide's lack of friction
prevents finished garments from being crushed as they move across the Super
Glide rail. Super Glide negates the need for sprays and waxes in use currently,
and eliminates rust and dirt and keeps operator's hands and fingers clean.  The
glides are available for a variety of both flat and round rails.  This product
is unique and patented and is already selling in the dry-cleaning and garment
industries.

(F) Other products.

Management's strategy is to source other growth opportunities and potential
acquisitions of businesses and/or the acquisition of exclusive proprietary
rights in consumer/commercial products similar or complementary to that of the
Company, but there can be no assurance that such opportunities will arise or
will be profitable to the Company.  The pursuit of any such growth
opportunities will require a significant investment of funds and management
attention.  Any such growth opportunities will be subject to all of the risks
inherent in the establishment of a new product or service, including
competition, lack of sufficient customer demand, unavailability of experienced
management, unforeseen complications, delays and cost increases.  The Company
may incur

                                       10
<PAGE>

costs in connection with pursuing new growth opportunities that it cannot
recover, and the Company may be required to expense certain of these costs,
which may negatively impact the Company's reported operating performance for
the periods during which such costs are incurred.  Please refer "Forward-
Looking Statements and Cautionary Notice Regarding Forward Looking Statements."

Some of the products it has acquired include the following:

(i) TekPlate

An Electrostatic Switch Cover plate providing automatic illumination in the
event of a power failure.

The Company purchased the U.S. Patent to produce and market the Electro Static
Switch Cover Plate. Switch Cover Plate Providing Automatic Emergency Lighting
patent number 5833350.  (See Exhibit 10.4, Purchase Agreement.)

The Company on August 27, 1999 purchased the preceding referenced patent for a
Switch Cover Plate which provides emergency lighting.  After several months of
unsuccessful attempts to receive all the necessary documentation to manufacture
this product, the Company purchased worldwide rights to a significantly
improved patent and successfully launched the product in the market under
patent numbers US5473517, US5713655 and US6010228.  This product has been named
the TekPlate.

TekPlate is a specialty line of patented switch plate covers and outlet plate
covers specifically designed to light up automatically when the power fails.
Blackouts can be experienced if an electric utility can't generate enough power
during peak demand. Or electricity could fail during a fire, a thunderstorm, or
an ice storm. No matter what the cause of failure, TekPlate will automatically
illuminate in the event of power loss.

TekPlate is :
A Patented product.
Powered by 4 AA batteries.
A solution to various types of power outages.
Designed to satisfy corporate and individual consumers.
Installing TekPlate is easy. All that is needed, is to unscrew the existing
light switch cover and screw the new safety cover plate on. NO WIRING IS
REQUIRED.

TekPlate's electrostatic sensors will immediately activate the light diodes in
its cover plate when the power fails. TekPlate will produce enough light to
illuminate an average size room for several hours.

Safety and visibility are crucial during a power outage. An individual will be
able to see where they are going if they replace their cover plates and wall
outlets with TekPlates.

TekPlate comes in two models, one with amber lights for interior rooms and
hallways, the other with red lights to illuminate the exits. It is available
for duplex wall outlets and for single and double switch configurations and
fits both decora and standard cover plates.

TekPlate's sleek design complements the decor of any school, business or home.
Its exclusive color blends in with most interior colors. TekPlate is the only
switch plate or outlet plate currently available that illuminates a room during
a power outage. It is the only plate cover that could help guide a person

                                       11
<PAGE>

through a smoke filled room during a fire. Its reliability during an emergency
can give one the peace of mind that no ordinary plate cover can provide.
TekPlate is a simple solution to providing emergency illumination during power
outages.

The TekPlate product is protected under patent #'s US5473517, US5713655 and
US6010228 with the registrant covered by an additional $1,5 million in patent
infringement insurance. Additionally, the TekPlate is UL, CSA and ETL approved.

(ii) Handi-Plate

Nutek's FULL SERVICE(tm) handi-plate is a unique, dish washer safe, versatile
plastic buffet plate which has a multitude of uses including social gatherings
such as back yard barbecues, buffets, picnics, tailgate and parties of any
kind.

The FULL SERVICE(tm) system is a unique newly patented versatile product for
holding food and beverage together on one plate with one hand.  This product
incorporates both the plate and cup into one unit, making it easy to hold with
one hand.  This unique plate offers the convenience of carrying any meal and a
beverage with one hand, while leaving the other hand free.  Additionally, the
FULL SERVICE(tm) system is suited for sales promotions, utilizing logo
identification of brand products and companies.

This product was acquired in September 1997 for (300,000) shares of Nutek
common stock and an additional One hundred and Thirty Five Thousand dollars
($135,000.00) was spent producing the molds to produce the product.  This was
paid in part by issuing the mold manufacturer one million one hundred thousand
(1,100,000) shares of Nutek common stock at $0.123 per share.

Handi-Plate royalty
As part of acquiring the patents for this product, Nutek Inc. is to provide the
inventor a 2.5% royalty interest on the gross sales of this product.

2) Important Events and Accomplishments

Some events have occurred over the past year, which Nutek believes will have a
positive effect on Nutek's business.  These favorable events, starting from the
most recent, are the following:

December 13, 2001 - Nutek Inc. announced Datascension Inc., received a
$3,000,000 Federal contract for the survey to track the fishing effort of
recreational saltwater anglers throughout the country for the National Marine
Fisheries Service of the National Oceanographic and Atmospheric Administration
(NOAA).

November 7, 2001 - Nutek Inc. announced Datascension Inc., a wholly owned
subsidiary, awarded over $1,000,000 in additional contracts.  These projects
commenced within the fourth quarter and include Universal Music Group and Sega
of America Dreamcast, Inc.

Nutek also announced the arrival of the first shipment of Tekplate inventory
and commenced deliveries of its revolutionary Tekplate product.

October 24, 2001 - Nutek Inc. announced newly acquired subsidiary, Datascension
Inc., awarded $3,000,000 two-year contract commencing January 1, 2002, with
Sandelman & Associates.

                                       12
<PAGE>

September 27, 2001 - Registrant completed its due diligence and accepted the
Agreement dated July 2, 2001, and acquired Datascension for the sum of
$2,200,000.  (See Exhibit 8-K filed October 5, 2001)

August 1, 2001 - Nutek Inc. announced the spin-off of Nutek Oil Inc and
provided a dividend of one share of Nutek Oil Inc., for every 100 shares of
Nutek Inc., held as of August 1, 2001.  (See Exhibit 8-K filed July 31, 2001)

April 25, 2001 - Nutek announced that due to the rapid expansion over the last
12 months, the company had outgrown their premises in Huntington Beach,
California and were moving into larger premises in Henderson, Nevada. The
Company moved into a new state of the art facility of approximately 28,000
sq.ft.

March 29, 2001 - Nutek received a three-year written commitment of 300,000
units for the Tekplate product from All Around Lighting Inc. a leading lighting
distributor in Southern California.

3) Competition and Risk Factors

(i) Risks Associated With New Services, Features and Functions

There can be no assurance that the Company would be able to expand its
operations in a cost-effective or timely manner or that any such efforts would
maintain or increase overall market acceptance.  Furthermore, any new business
launched by the Company that is not favorably received by consumers could
damage the Company's reputation and diminish the value of its brand name.

Expansion of the Company's operations in this manner would also require
significant additional expenses and development, operations, training of the
Company's management, financial and operational resources.  The lack of market
acceptance of the Company's products would result in the Company's inability to
generate satisfactory revenues and its inability to offset their costs could
have a material adverse effect on the Company's business, results of operations
and financial condition.

(ii) Risks Associated with Acquisitions

If appropriate opportunities present themselves, the Company would acquire
businesses, technologies, services or product(s) that the Company believes are
strategic.

There can be no assurance that the Company will be able to identify, negotiate
or finance future acquisitions successfully, or to integrate such acquisitions
with its current business.  The process of integrating an acquired business,
technology, service or product(s) into the Company may result in unforeseen
operating difficulties and expenditures and may absorb significant management
attention that would otherwise be available for ongoing development of the
Company's business.  Moreover, there can be no assurance that the anticipated
benefits of any acquisition will be realized. Future acquisitions could result
in potentially dilutive issuances of equity securities, the incurrence of debt,
contingent liabilities and/or amortization expenses related to goodwill and
other intangible assets, which could materially adversely affect the Company's
business, results of operations and financial condition.  Any future
acquisitions of other businesses, technologies, services or product(s) might
require the Company to obtain additional equity or debt financing, which might

                                       13
<PAGE>

not be available on terms favorable to the Company, or at all, and such
financing, if available, might be dilutive.

(iii) General Risks

(a) Customers

The Company believes that establishing and maintaining brand identity is a
critical aspect of its efforts to attract new customers. In order to attract
new customers, advertisers and commerce vendors, and in response to competitive
pressures, the Company intends to make a commitment to the creation and
maintenance of brand loyalty among these groups.  The Company plans to
accomplish this, although not exclusively, through advertising its products
through its Web site through the various search engines, through other Web
sites, marketing its site to businesses/customers through e-mail, online media,
and other marketing and promotional efforts.

There can be no assurance that brand promotion activities will yield increased
revenues or that any such revenues would offset the expenses incurred by the
Company in building its brands. If the Company fails to promote and maintain
its brand or incurs substantial expenses in an attempt to promote and maintain
its brand or if the Company's existing or future strategic relationships fail
to promote the Company's brand or increase brand awareness, the Company's
business, results of operations and financial condition would be materially
adversely affected.

(b) Potential Fluctuations in Operating Results; Quarterly Fluctuations

The Company's operating results may fluctuate significantly in the future as a
result of a variety of factors, many of which are outside the Company's
control.  As a strategic response to changes in the competitive environment,
the Company may from time to time make certain pricing, marketing decisions or
acquisitions that could have a material short-term or long-term adverse effect
on the company's business, results of operations and financial condition.

There can be no assurance that such patterns will not have a material adverse
effect on the Company's business, results of operations and financial
condition.  There can be no assurance that the Company will receive any
material amount of revenue under these agreements in the future. The foregoing
factors, in some future quarters, may lead the Company's operating results to
fall below the expectations.

(A) Datascension Inc.

There is significant competition in the market research and data entry market
segment as well as government regulations, which effect companies providing
these services.  Many of our competitors are larger, better-financed companies
and possess greater access to necessary resources. Although we are attempting
to establish ourselves as a provider of specialized products and services to
selected niche markets, no assurance can be given that our competitors will not
use their advantages over us, and more directly pursue the customers we are
attempting to acquire and those who we have already acquired, thereby enhancing
their respective share of the market research and data entry market.

(B) Nutek Oil Inc.

There are many companies and individuals engaged in the oil business.  Some are

                                       14
<PAGE>

very large and well established with substantial capabilities and long earnings
records.  The Registrant is at a competitive disadvantage with other firms
and individuals in acquiring and disposing of oil properties since they have
greater financial resources and larger technical staffs than the Registrant.
In addition, in recent years a number of small companies have been formed which
have objectives similar to those of the Registrant and which present
substantial competition to the Registrant.

A number of factors, beyond the Registrant's control and the effect of which
cannot be accurately predicted, affect the production and marketing of oil.
These factors include crude oil imports, actions by foreign oil producing
nations, the availability of adequate pipeline and other transportation
facilities, the marketing of competitive fuels and other matters affecting the
availability of a ready market, such as fluctuating supply and demand.

The Registrant sells its oil production to Texas oil refineries.  The
Registrant has no written contracts with purchasers.  The Registrant can offer
no indications that it will be able to produce or even sell the oil should it
be successful in producing oil.

(i) Risks and Uncertainties Related to the Oil and Gas Business in General

The Registrant's operations are subject to all of the risks normally incident
to the exploration for and production of oil and gas, including blow-outs,
cratering, pollution, fires, and theft of equipment.  Each of these incidents
could result in damage to or destruction of oil and gas wells or formations of
production facilities or injury to persons, or damage to or loss of property.
As is common in the oil and gas industry, the Registrant is not fully insured
against these risks either because insurance is not available or because the
Registrant has elected not to insure due to prohibitive premium costs.

The Registrant's oil activities have in the past involved exploratory drilling,
which carries a significant risk that no commercial oil production will be
found.  The cost of drilling, completing and operating wells is often
uncertain.  Further, drilling may be curtailed or delayed as a result of many
factors, including title problems, insufficient funding, weather conditions,
delivery delays, shortages of pipe and equipment, and the availability of
drilling rigs.

(ii) Other Risk Factors

The oil business is further subject to many other contingencies, which are
beyond the control of the Registrant.  Wells may have to be shut-in because
they have become uneconomical to operate due to changes in the price of oil,
depletion of reserves, or deterioration of equipment.  Changes in the price of
imported oil, the discovery of new oil and gas fields and the development of
alternative energy sources have had and will continue to have a dramatic effect
on the Registrant's business.

(C) Kristi & Co., Inc.

The retailing industry is highly competitive. The Company's competitors include
foreign and domestic suppliers, and competitive companies that have established
their products with national and regional chains, department stores, catalog
showrooms, discounters, direct mail suppliers, televised home shopping
networks, distributors and large wholesalers, some of whom have greater
resources than the Company.  The Company believes that competition in its
markets is based primarily on price, design, product quality and service.

                                       15
<PAGE>

(D) Century Clocks Inc.

The competition that does exist comes from products either manufactured outside
of the United States or are repackaged on arrival in the United States. The
Company needs to be able to compete against these products to remain
competitive.

(E) SRC International Inc.

The retailing industry is highly competitive. The Company's competitors include
foreign and domestic suppliers, and competitive companies that have established
their products with manufacturers and distributors, some of whom have greater
resources than the Company.  The Company believes that competition in its
markets is based primarily on price, design, product quality and service.

(F) Other Products

The retailing industry is highly competitive. The Company's competitors include
foreign and domestic suppliers, and competitive companies that have established
their products with national and regional chains, department stores, catalog
showrooms, discounters, direct mail suppliers, televised home shopping
networks, manufacturers, distributors and large wholesalers and importers, some
of whom have greater resources than the Company.  The Company believes that
competition in its markets is based primarily on price, design, product quality
and service.

4) Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements,
and Labor Contracts

The Company purchased Patent number 5833350 from Electro Static Solutions, LLC,
of Irvine, CA on August 27, 1999 for the fair market price of $1,000,000 from a
non-related party.  Payment was made by issuing 600,000 shares of Restricted
Common Stock valued at $.30 per share.  Another $150,000.00 was paid in cash
with the balance of $670,000 to be paid by increasing the royalty payment from
seven to ten percent until the balance was paid off.  As at December 31, 2001,
the Company had written down this patent as it had purchased world wide rights
to a significantly improved patent under patent numbers US5473517, US5713655
and US6010228.

The Company regards substantial elements of its operations and underlying
infrastructure and technology as proprietary and attempts to protect them by
relying on trademark, service mark, copyright and trade secret laws and
restrictions on disclosure and transferring title and other methods.  The
Company plans to enter into confidentiality agreements with its future
employees, future suppliers and future consultants and in connection with its
license agreements with third parties and generally seeks to control access to
and distribution of its technology, documentation and other proprietary
information.  Despite these precautions, it may be possible for a third party
to copy or otherwise obtain and use the Company's proprietary information
without authorization or to develop similar technology independently.

With regards to the Company's future oil production, the Registrant does not
hold any patents, trademarks, licenses, etc., with respect to, nor are patents
significant in regard to, the Registrant's oil production activities (for a
discussion of the sources and availability of the Registrant's oil reserves,
see "Properties").

                                       16
<PAGE>

There can be no assurance that the steps taken by the Company will prevent
misappropriation or infringement of its proprietary information, which could
have a material adverse effect on the Company's business, results of operations
and financial condition. Litigation may be necessary in the future to enforce
the Company's intellectual property rights, to protect the Company's trade
secrets or to determine the validity and scope of the proprietary rights of
others.  Such litigation might result in substantial costs and diversion of
resources and management attention.  Furthermore, there can be no assurance
that the Company's business activities will not infringe upon the proprietary
rights of others, or that other parties will not assert infringement claims
against the Company.  Moreover, from time to time, the Company may be subject
to claims of alleged infringement by the Company or service marks and other
intellectual property rights of third parties.  Such claims and any resultant
litigation, should it occur, might subject the Company to significant liability
for damages, might result in invalidation of the Company's proprietary rights
and, even if not meritorious, could result in substantial costs and diversion
of resources and management attention and could have a material adverse effect
on the Company's business, results of operations and financial condition.

5) Regulation

The Registrant's oil production activities are, and any drilling operations of
the Registrant would be, subject to extensive regulation by numerous federal,
state and local governmental authorities, including state conservation
agencies, the Department of Energy and the Department of the Interior
(including the Bureau of Indian Affairs and Bureau of Land Management).
Regulation of the Registrant's production, transportation and sale of oil or
gas have a significant effect on the Registrant and its operating results.

State Regulation - The current production operations of the Registrant are, and
any drilling operations of the Registrant would be, subject to regulation by
state conservation commissions which have authority to issue permits prior to
the commencement of drilling activities, establish allowable rates of
production, control spacing of wells, prevent waste and protect correlative
rights, and aid in the conservation of natural gas and oil.  Typical state
regulations require permits to drill and produce oil, protection of fresh water
horizons, and confirmation that wells have been properly plugged and abandoned.

6) Effect of Existing or Probable Government Regulations

There can be no assurance that State government will not attempt to impose
regulations upon the Company in the future or that such imposition will not
have a material adverse effect on the Company's business, results of operations
and financial condition.

Changes to existing laws or the passage of new legislation, could create
uncertainty in the marketplace that could reduce demand for the services or
products of the Company or increase the cost of doing business as a result of
litigation costs or increased manufacturing costs, or could in some other
manner have a material adverse effect on the Company's business, results of
operations and financial condition.  In addition, because the Company's
products are accessible worldwide, and the Company may facilitate sales of
goods to users worldwide, other jurisdictions may claim that the Company is
required to qualify to do business as foreign corporation in particular state
or foreign country.

                                       17
<PAGE>

7) Research and Development Activities

The Company, among other things, plans to develop and upgrade its technology
and information-processing systems, meet the needs of a changing market,
provide superior customer service, respond to competitive developments and
attract, integrate, and motivate qualified personnel provided the company can
generate sales and profits on an ongoing basis.

There can be no assurances the Company will be successful in accomplishing any
or all of its plans, and the failure to do so could have a material adverse
effect on the company's business, results of operations and financial
condition.

8)  Impact of Environmental Laws

Environmental Matters - Various federal and state authorities have authority to
regulate the exploration and development of oil and gas and mineral properties
with respect to environmental matters.  Such laws and regulations, presently in
effect or as hereafter promulgated, may significantly affect the cost of its
current oil production and any exploration and development activities
undertaken by the Registrant and could result in loss or liability to the
Registrant in the event that any such operations are subsequently deemed
inadequate for purposes of any such law or regulation.

The Company is not aware of any federal, state or local environmental laws,
which would effect its other operations.

9) Pursue Strategic Acquisitions and Alliances

The Company believes that there are numerous opportunities to acquire other
businesses with established bases, compatible operations, experience with
additional synergistic aspects, and experienced management.  The Company
believes that these acquisitions, if successful, will result in mutually
beneficial opportunities, and may increase the Company's revenue and income
growth.  The Company intends to seek opportunities to acquire businesses,
services and/or technologies that it believes will complement its business
operations.  The Company plans to seek opportunistic acquisitions that may
provide complementary services, expertise or access to certain markets.  No
specific acquisition candidates have been identified, and no assurance can be
given that any transactions will be effected, or if effected, will be
successful.

In addition, the Company may execute strategic alliances with partners who have
established operations.  As part of these joint venture agreements, the Company
may make investments in or purchase a part ownership in these joint ventures.
The Company believes that these joint venture relationships, if successful,
will result in synergistic opportunities, allowing the Company to gain
additional insight, expertise and penetration in markets where joint venture
partners already operate, and may increase the Company's revenue and income
growth.  No specific joint venture agreements have been signed, and no
assurance can be given that any agreements will be effected, or if effected,
will be successful.

10) Product Liability Insurance

Although the Company believes its products are safe, it may be subject to
product liability claims from persons injured through the use of the Company's
marketed products or services.  The Company carries direct product liability

                                       18
<PAGE>

insurance.  There is no assurance that this insurance will adequately cover any
liability claims brought against the Company.  There also can be no assurance
that the Company will be able to maintain its own liability insurance on
economically feasible terms.  The Company's failure to maintain its own
liability insurance could materially adversely affect its ability to sell its
products in the future. Although no product liability claims have been brought
against the Company to date, if there were any such claims brought against the
Company, and the company did not have product liability insurance, the cost of
defending against such claims and any damages paid by the Company in connection
with such claims could have a materially adverse impact upon the company,
including its financial position, results of operations and cash flows.

11) Employees

The Company currently has two hundred and ninety-six (296) employees of which
eight (8) are Officers of the Company.  As the Company continues to grow and
develop its product lines it will need to add employees.

(i) The Company's performance is substantially dependent on the performance of
its President and CEO, Murray N. Conradie.  In particular, the Company's
success depends on his ability to identify, develop, acquire, design and market
the company's products.

Datascension's performance is substantially dependent on the performance of
its President and Nutek COO, David Scott Kincer.  In particular, the Company's
success depends on his ability to develop, design and market the company's
services.

(ii) The Company does not carry key person life insurance on any of its
personnel. The loss of the services of any of its executive officers or other
key employees could have a material adverse effect on the business, results of
operations and financial condition of the Company.  The Company's future
success also depends on its ability to retain and attract highly qualified
technical and managerial personnel.

(iii) There can be no assurance that the Company will be able to retain its key
managerial and technical personnel or that it will be able to attract and
retain additional highly qualified technical and managerial personnel in the
future.   The inability to attract and retain the technical and managerial
personnel necessary to support the growth of the Company's business, due to,
among other things, a large increase in the wages demanded by such personnel,
could have a material adverse effect upon the Company's business, results of
operations and financial condition.

12) The Industry & Potential Effect on the Company's Plan of Operations

The rapid adoption of the Internet as a means to gather information,
communicate, interact and be entertained, combined with the vast proliferation
of Web sites, has made the Internet an important new mass medium. With the
volume of sites and vast abundance of information available on the Internet,
users are increasingly seeking an online home where they can interact with
others with similar interests and quickly find information, products and
services related to a particular interest or need.

The Company plans to market its products through the retail channels of
distribution, the Internet, and utilizing contract sales representatives.
Failure by the Company to adapt to changing market conditions could have a

                                       19
<PAGE>

material adverse effect on the Company's business, results of operations and
financial condition.

13) Risk Factor that the Company has no contractual restrictions to incur debt.

The Company does not currently have any contractual restrictions on its ability
to incur debt and, accordingly, the Company could incur significant amounts of
indebtedness to finance its operations.  Any such indebtedness could contain
covenants which would restrict the Company's operations.  There can be no
assurance that additional financing will be available on terms favorable to the
Company, or at all.  If adequate funds are not available or are not available
on acceptable terms, the Company may not be able to continue in business, or to
a lesser extent not be able to take advantage of acquisition opportunities,
develop or enhance services or products or respond to competitive pressures.


ITEM 2.  DESCRIPTION OF PROPERTY.

The address of the principal office is:  1110 Mary Crest Road, Henderson,
Nevada 89074.  The Company is leasing approximately 28,600 square feet of
office and warehouse space in Henderson, Nevada with aggregate monthly rent of
approximately $10,218.00.  Additionally, the Company leases 23,060 square feet
of office space in Riverside, California with aggregate monthly rent of
approximately $18,448.00.  Combined rent recorded during 2000 and 2001
respectfully was $34,272.00 and $189,235.

ITEM 3.  LEGAL PROCEEDINGS.

The Company is from time to time involved in litigation incident to the conduct
of its business.  Certain litigation with third parties and present and former
employees of the Company is routine and incidental, such litigation can result
in large monetary awards for compensatory or punitive damages.

The Company was in litigation with three separate lawsuits during 2001.  They
were:

A former employee of Registrants subsidiary, herein referred to as the
Plaintiff, slipped and fell on wet grass outside the offices, in Texas in 1996,
and subsequently alleged that she twisted her knee.  She filed a complaint
against the company for various health conditions, and $500,000.  Her attorney
filed two separate suits, of which the company was unable to properly respond
to the first suit, and subsequently the Plaintiff received summary judgment
against Nutek.  Since Plaintiff did not follow specific legal procedures
against Nutek, which is considered a foreign corporation where the suit was
filed in Texas, the Company initiated a restricted appeal to have the ruling
reversed.  The company successfully overturned this judgment.  The case was
subsequently settled by the parties involved in a negotiated confidential out
of court settlement.

                                       20
<PAGE>

After numerous delays by the manufacturer of the tooling to provide Nutek the
final finished product for the Handi-Plate product in order to fulfill orders
received, Nutek lost over $5 million in sales of this product. In December
2000, the Company prepared a lawsuit which it served on Advance plastics,
et al, of San Diego, California claiming more than $5 million in damages. These
revenues had made up a significant part of Nutek's growth strategy for 2000 and
were a significant setback to meeting the sales objectives for the year.  This
litigation was subsequently settled between the parties.

After numerous delays by the inventor of the Electrostatic Light Switch patent
number 5833350 to provide Nutek the information, continuation patents and
schematics which Nutek purchased, Nutek acquired world wide rights to a
significantly enhanced patent and returned the rights to Electro Static
Solutions LLC for patent number 5833350.  Electro Static Solutions and its
members are now involved in litigation with Nutek for the return of $150,000.00
in cash and $180,000.00 in Nutek stock paid to Electro Static Solutions.
Electro Static Solutions is claiming the balance of the purchase price.  The
Company and legal counsel are very confident that the company will prevail in
this litigation.

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

No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended December 31, 2001.


                                PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

A.  Market Information

(1) The Company's common stock is listed and trading on the NASD Over The
Counter Bulletin Board (OTCBB) under the trading symbol NUTK.

CERTAIN MARKET INFORMATION

The Company's Common Stock is traded on the OTC Bulletin Board (OTCBB) under
the symbol "NUTK". The following table sets forth the high and low bid
quotations for the Common Stock for the periods indicated.  These quotations
reflect prices between dealers, do not include retail mark-ups, mark-downs, and
commissions and may not necessarily represent actual transactions. These bid
quotations have not
been adjusted retroactively by any stock split.

                                         Common Stock
PERIOD                              HIGH             LOW
------                              ----             ---

Calendar Year 1999
------------------
First Quarter ended 3/31/99         $0.12            $0.035
Second Quarter ended 6/30/99        $0.22            $0.05
Third Quarter ended 9/30/99         $0.35            $0.08
Fourth Quarter ended 12/31/99       $0.73            $0.20

Calendar Year 2000
------------------
First Quarter ended 3/31/00         $1.00            $0.20
Second Quarter ended 6/30/00        $0.90            $0.25
Third Quarter ended 9/30/00         $0.37            $0.17
Fourth Quarter ended 12/31/00       $0.40            $0.14

Calendar Year 2001
------------------
First Quarter ended 3/31/01         $0.30            $0.18
Second Quarter ended 6/30/01        $0.34            $0.14
Third Quarter ended 9/30/01         $0.22            $0.07
Fourth Quarter ended 12/31/01       $0.22            $0.07

                                       21
<PAGE>

(2)(i)  There is currently no Common Stock which is subject to outstanding
options or warrants to purchase, or securities convertible into, the Company's
Common Stock.

(ii) There are approximately 33,569,218 shares of restricted common stock of
the Company, of which, approximately 3,277,887 restricted shares are more than
two years old that could be sold under Rule 144 under the Securities Act of
1933, as amended.  Additionally, there are approximately 5,341,709 restricted
shares out of the approximately 33,569,218 restricted shares, which are more
than one year old.

(iii) There is currently no common equity that is being or is proposed to be
publicly offered by the registrant, the offering of which could have a material
effect on the market price of the issuer's common equity.

B. Holders

As of December 31, 2001, the Company has approximately five hundred and sixteen
(516) stockholders of record.

C.  Dividends

The Company has not paid any dividends to date.  In addition, it does not
anticipate paying dividends in the immediate foreseeable future.  The Board of
Directors of the Company will review its dividend policy from time to time to
determine the desirability and feasibility of paying dividends after giving
consideration to the Company's earnings, financial condition, capital
requirements and such other factors as the board may deem relevant.

D. Recent Sales of Unregistered Securities

Since January 1, 2000, the Company has sold the unregistered securities listed
below.  These issuances were deemed exempt from registration under the
Securities Act in reliance on Section 4(2) of the Securities Act, as
transactions not involving a public offering, under the Securities Act.  No
commissions were paid to any placement agent or underwriter for any of these
issuances.

During the fiscal year ended December 31, 2001, the Company issued securities
using the exceptions available under the Securities Act of 1933 including
unregistered sales made pursuant to Section 4(2) of the Securities Act of 1933
and pursuant to Regulation S, as follows: (1) 4,552,154 shares of common stock
were issued for conversion of $536,389 of notes payable and interest incurred
on these notes, (2) 2,487,220 shares of common stock were issued for services
valued at $29,301, (3) 6,716,594 shares of common stock were issued for cash
valued $344,685, (4) 179,277 shares of common stock were issued for
cancellation of royalty interests valued at $30,000, (5) 27,500,000 shares of
common stock were issued for the purchase of Datascension Inc for $2,200,000.
Of this amount 20,911,111 shares were cancelled and converted to 209,111 shares
of the Series A preferred stock, (6) 488,719 shares of common stock were issued
for the settlement of lawsuits, this stock was valued at par value and (7)
2,063,550 shares of common stock were issued for other compensation valued at
$86,501

During the fiscal year ended December 31, 2000, the Company issued securities
using the exceptions available under the Securities Act of 1933 including

                                       22
<PAGE>

unregistered sales made pursuant to Section 4(2) of the Securities Act of 1933
as follows: (1) 1,802,129 shares of common stock were issued for conversion of
$382,250 of notes payable and interest incurred on these notes, (2) 2,344,348
shares of common stock were issued for the purchase of assets valued at
$698,948. The Company issued 641,147 shares of common stock for outstanding
compensation to employees valued at $93,775, (3) 120,131 shares of common stock
were issued for professional services valued $24,000, and (4) 1,788,895 shares
of common stock were issued for cash valued at $200,300.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

The following is a discussion of certain factors affecting Registrant's results
of operations, liquidity and capital resources. You should read the following
discussion and analysis in conjunction with the Registrant's consolidated
financial statements and related notes that are included herein under Item 7
below.

CAUTIONARY STATEMENTS FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.

The statements contained in the section captioned Management's Discussion and
Analysis of Financial Condition and Results of Operations which are historical
are "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. These forward-looking statements represent the
Registrant's present expectations or beliefs concerning future events. The
Registrant cautions that such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Registrant to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. Such factors include, among other
things, the uncertainty as to the Registrant's future profitability; the
uncertainty as to the demand for Registrant's services; increasing competition
in the markets that Registrant conducts business; the Registrant's ability to
hire, train and retain sufficient qualified personnel; the Registrant's ability
to obtain financing on acceptable terms to finance its growth strategy; and the
Registrant's ability to develop and implement operational and financial systems
to manage its growth.

1) Plan of Operation

The Company is engaged in multiple business activities, which currently
include:

(A) Datascension Inc., which conducts telephone market research and provides
data entry services for third parties;
(B) Nutek Oil Inc, which owns the rights to oil leases in Texas;
(C) Kristi & Co., Inc., which designs, manufactures and sells woman's resort
wear clothing;
(D) Century Clocks Inc., which produces plastic wall clocks;
(E) SRC International Inc., which produces plastic coverings for metal
rails;
(F) Other consumer/industrial products which include: a patented safety
product that replaces standard light switch cover plates that automatically
provide illumination in the event of a power failure; and a patented plastic
buffet plate that allows the user to hold both a plate and cup in one hand.

                                       23
<PAGE>

The Company's websites can be found at: www.nutk.com; www.tekplate.com and
www.datascension.com

(i) Short-term Objectives:

 - Continue the expansion of Datascension.
 - Continue market penetration and consumer awareness of the Tekplate product
 - Make acquisitions of strategic competitors.
 - Develop strategic Joint Venture relationships.

Nutek recently made the decision to eliminate certain operations to focus more
of its resources on its core growth operations. The decision was based on a
number of factors including the performance and cash flow requirements of
Kristi & Co., Inc. and Century Clocks Inc., the general slow growth projections
for the next few years, the high cost of customer acquisition and retention and
the ongoing costs associated with maintaining these operations at a competitive
level. Kristi & Co., Inc and Century Clocks Inc., did expand their customer
base of customers, however, to maintain and continue growth would require
significant additional capital requirements.  This capital can be better
utilized in expanding Datascension and funding additional TekPlate inventory.
Nutek anticipates that these actions will reduce operating expenses and at the
same time have a significant impact on increasing revenue and profits.

(ii) Long-term Objectives:

 - Expand the Tekplate penetration to both a national and international level.
 - Secure significant business opportunities for Datascension Inc.
 - Expand Datascension to have International operations.
 - Complete in-field drilling of 20 additional oil wells.

There is a planned sale of significant equipment and assets to include,
Kristi & Co., Inc, Century Clocks Inc., SRC International Inc., and the entire
print shop.  The company anticipates a significant capital infusion into the
company from the sale of these assets which will provide additional capital for
the purchase of Tekplate inventory and the expansion of Datascension into the
International markets.  Excluding any potential acquisition, the Company's work
force is expected to increase at a rate equal to actual increases of our
business operations.

Management is of the opinion that sufficient working capital will be available
from internal operations and from outside sources during the next twelve months
thereby enabling Nutek to meet its obligations and commitments as they become
payable. Historically, Nutek has been successful in its efforts to secure
working capital from private placements of common stock securities, bank debt,
and loans from private investors.  Currently, Mr. Conradie and Mr. Kincer have
both provided significant personal collateral to the Company's bankers in
return for a substantial line of credit and the commitment to fund purchase
orders for the Tekplate product from major wholesalers.

2) Results of Operations

For the calendar year, ended December 31, 2001, the Company has generated
$2,915,548 in revenues and generated a loss of $270,803 for the same period.
This compares to $1,250,627 in revenues and a profit of $225,167 for the
calendar year ended December 31, 2000.  For the calendar year ended December
31, 2001, the Company has increased its working capital position by $1,065,147
from a negative $389,421 as at December 31, 2000 to a positive $675,726 as at
December 31, 2001.

                                       24
<PAGE>

Analysis of the calendar year ended December 31, 2001 compared to the calendar
year ended December 31, 2000.

For the calendar year ended December 31, 2001, revenues were approximately
$2,915,548 compared to $1,250,627 for the calendar year ended December 31,
2000, an increase of $1,664,921. The increase was due to the increase in
revenues derived from the acquisition of the Clipper oil leases 02/23/2000
which are currently producing oil with revenues recorded at net revenue with
working interest costs already deducted; the acquisition of Kristi and Co., Inc
01/06/2000 which is manufacturing and selling women's resort wear clothing; and
an increase in sales from SRC International Inc of the glide rail covering and
sales of clocks from Century Clocks and the increase in revenues derived from
the acquisition of Datascension Inc., in July 2001.

Gross profit was $2,785,223 for the calendar year ended December 31, 2001
compared to $1,161,840 for the calendar year ended December 31, 2000, an
increase of $1,623,383. The increase was due to the increase in revenues
derived from the acquisition of the Clipper oil leases 02/23/2000 which are
currently producing oil.  Nutek Oil revenues are recorded at NET REVENUE with
working interest costs and oil extraction costs already deducted; the
acquisition of Kristi and Co., Inc 01/06/2000 which is manufacturing and
selling women's resort wear clothing; and increase in sales from SRC
International Inc of the glide rail covering and sales of clocks from Century
Clocks and the increase in revenues derived from the acquisition of
Datascension Inc., in July 2001.

SG&A expense increased to $2,771,149 for the calendar year ended December 31,
2001 from $706,693 for the calendar year ended December 31, 2000, an increase
of $2,064,456. The increase in SG&A was due to the following: 1) the
acquisition of Datascension Inc., in July 2001; and 2) increased expenditures
for legal fees in the lawsuits discussed in the litigation section.

Depreciation expense for the calendar year ended December 31, 2001 was $178,726
compared to $141,901 for the calendar year ended December 31, 2000, an increase
of $36,825. The increase resulted from the acquisition of Datascension Inc., in
July 2001.

Interest expense for the calendar year ended December 31, 2001 was $87,878
compared to $15,817 for the calendar year ended December 31, 2000 an increase
of $72,061. The increase resulted the acquisition of Datascension Inc., in July
2001, interest on notes payable and the interest of credit lines.

Amortization expense for the calendar year ended December 31, 2001 was $38,651
compared to $72,262 for the calendar year ended December 31, 2000, a decrease
of $33,611.

3) Liquidity and Capital Resources

On December 31, 2001 the Company had assets of $6,607,453 compared to
$4,783,194 on December 31, 2000, an increase of $1,824,259, which is a result
of the acquisition of Datascension Inc., in July 2001 and the increase in
accounts receivable of $620,646.  The Company had a total stockholders' equity
of $5,320,534 on December 31, 2001 compared to $2,687,172 on December 31, 2000,
an increase in the equity of $2,633,362.

                                       25
<PAGE>

All assets are booked at historical purchase price and there is no variance
between book value and the purchase price.

On December 31, 2001 the Company had Property and Equipment of $2,994,776
compared to $2,774,036 on December 31, 2000, or an increase of $220,740 which
is a result of the acquisition of Datascension Inc., in July 2001 less
depreciation for the calendar year of $178,726.

For the calendar year ended December 31, 2001, the Company has increased its
working capital position by $1,065,147 from a negative $389,421 as at December
31, 2000 to a positive $675,726 as at December 31, 2001.


Going Concern - The Company's financial statements are prepared using the
generally accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business.  The financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount of liabilities that might result should the Company be
unable to continue as a going concern.

The Company's consolidated financial statements have been prepared on the
assumption the Company will continue as a going concern.  Management believes
that current operations will continue to provide sufficient revenues to meet
operating costs and expansion.

Unclassified Balance Sheet - In accordance with the provisions of SFAS No. 53,
the Company has elected to present an unclassified balance sheet.

Loss Per Share - The Company adopted the provisions of Statement of Financial
Accounting Standards ("SFAS") No. 128, "Earnings Per Share" that established
standards for the computation, presentation and disclosure of earnings per
share ("EPS"), replacing the presentation of Primary EPS with a presentation
of Basic EPS. It also requires dual presentation of Basic EPS and Diluted EPS
on the face of the income statement for entities with complex capital
structures.  The Company did not present Diluted EPS since it has a simple
capital structure.

ITEM 7.  FINANCIAL STATEMENTS.

                               NUTEK INC.

                          FINANCIAL STATEMENTS
                           --------------------
                            December 31, 2000
                            December 31, 2001

<PAGE>

                             TABLE OF CONTENTS
                             -----------------

                                                                    PAGE
                                                                    ----
INDEPENDENT AUDITORS' REPORT:

CONSOLIDATED FINANCIAL STATEMENTS:

     Independent Auditors Report                                    F-1

     Consolidated Balance Sheets                                    F-2 - F-3

     Consolidated Statements of Operations and Accumulated Deficit  F-4

     Consolidated Statement of Changes in Stockholders' Equity      F-5

     Consolidated Statements of Cash Flows                          F-6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS:                         F-7 - F-16

<PAGE>

Chavez & Koch, CPA's, Ltd.

2920 North Green Valley Parkway
Building 8, Suite 821
Henderson, NV 89014

INDEPENDENT AUDITORS' REPORT
Board of Directors

Nutek, Inc. (The Company)
1110 Mary Crest Road
Henderson, Nevada 89074

April 15, 2002

To the Board of Directors of
Nutek, Inc.:

We have audited the accompanying Consolidated Balance Sheet of Nutek, Inc. as
of December 31, 2001, and the related Consolidated Statements of Operations,
Stockholders' Equity and Cash Flows for the year then ended. These financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audit.  The Consolidated Financial Statements of Nutek, Inc. as of
December 31, 2000, were audited by other auditors whose report, dated April
2001, expressed an unqualified opinion on those statements.

We conducted our audit in accordance with auditing standards generally
accepted in the United States of America.  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Nutek, Inc. as of December
31, 2001, and the results of its operations and its cash flows for the year
then ended in conformity with accounting principles generally accepted in the
United States of America.

/s/  Chavez & Koch, CPA's, Ltd.
--------------------------------
Chavez & Koch, CPA's, Ltd.

April 12, 2002
Henderson, Nevada

                                    F-1
<PAGE>

                                 Nutek, Inc.
                               CONSOLIDATED
                               BALANCE SHEET
                                   AS AT
                   December 31, 2001 and December 31, 2000


ASSETS

<TABLE>
<CAPTION>

                                              December 31   December 31
                                                  2001         2000
<S>                                           <C>           <C>

CURRENT ASSETS

Cash                                          60,610.00       48,071.00
Accounts Receivable                          681,042.00       60,396.00
Marketable Securities                         72,000.00       72,000.00
Inventory                                    163,006.00      170,095.00
Accrued Income                                11,200.00       11,200.00
Prepaid Expenses                             167,609.00        2,891.00
                                             ----------       ---------
Total Current Assets                       1,155,467.00      364,653.00

PROPERTY AND EQUIPMENT
Property and Equipment
   (net of depreciation)                   2,994,776.00    2,774,036.00
                                           ------------    ------------
Total Property and Equipment               2,994,776.00    2,774,036.00

OTHER ASSETS
Patent Rights Acquired
    (net of amortization)                    561,262.00    1,196,708.00
Long Term Investment                         188,000.00      284,116.00
Website Assets                                12,154.00       42,154.00
Customer Lists                                43,583.00       46,500.00
Patterns/Designs                              44,488.00       57,588.00
Trade Show Booths                              5,909.00        6,450.00
Packaging Design/Artwork                      67,317.00        7,534.00
Deposits                                      13,715.00        3,455.00
Goodwill                                   1,462,782.00            0.00
Trademarks                                     8,000.00            0.00
Licensing Fees - Mirianna                     50,000.00            0.00
                                           ------------    ------------
Total Other Assets                         2,457,210.00    1,644,505.00
                                           ------------    ------------
TOTAL ASSETS                               6,607,453.00    4,783,194.00
                                           ============    ============
</TABLE>

              See accompanying notes to financial statements
                                    F-2

<PAGE>

                                Nutek, Inc.
                               CONSOLIDATED
                               BALANCE SHEET
                                   AS AT
                   December 31, 2001 and December 31, 2000


LIABILITIES & EQUITY
<TABLE>
<CAPTION>
                                            December 31      December 31
                                                2001            2000
<S>                                         <C>              <C>

CURRENT LIABILITIES

Accounts Payable                             233,270.00       51,639.00
Accrued Expenses                             105,867.00            0.00
Short Term Notes Payable                     140,604.00      702,435.00
                                           ------------     -----------
Total Current Liabilities                    479,741.00      754,074.00

Long Term Debt
Long Term Notes Payable                      636,767.00    1,341,948.00
Bonds Payable                                170,411.00            0.00
                                           ------------    ------------
Total Long Term Debt                         807,178.00    1,341,948.00
                                           ------------    ------------
TOTAL LIABILITIES                          1,286,919.00    2,096,022.00


EQUITY

Common Stock                                  71,392.00       45,186.00

Common Stock, $0.001 par value,
200,000,000 shares authorized; issued
and outstanding as of December 31, 2001
71,392,535 common shares; issued and
outstanding as of December 31, 2000,
45,186,132 common shares

Additional Paid in Capital                10,505,593.00    7,237,329.00

Preferred Stock                                1,390.00          794.00
Preferred Stock, $.001 par value,
20,000,000 shares authorized; 793,500
Series B shares issued and outstanding
as of December 31, 2001 and 793,500
shares as of December 31, 2000; 596,408
Series A shares issued and outstanding
as of December 31, 2001 and 0 shares as
of December 31, 2000.

Royalty Investors                                  0.00       30,000.00
Treasury Stock                               (52,388.00)     (49,263.00)
Retained (Deficit)                        (5,205,454.00)  (4,576,874.00)
                                           ------------    ------------
Total Stockholders' Equity                 5,320,534.00    2,687,172.00
                                           ------------    ------------
TOTAL LIABILITIES AND OWNERS EQUITY        6,607,453.00    4,783,194.00
                                           ============    ============
</TABLE>

              See accompanying notes to financial statements
                                    F-3
<PAGE>

                                  Nutek, Inc.
                                 CONSOLIDATED
                           STATEMENT OF OPERATIONS
                               FOR YEARS ENDED
                   December 31, 2001 and December 31, 2000


STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>

                                         January 1     January 1
                                            to            to
                                         December 31   December 31
                                            2001          2000
<S>                                      <C>           <C>
REVENUE

Revenues                               2,915,548.00   1,250,627.00
Costs of Goods Sold                      130,325.00      88,787.00
                                         ----------     ----------
GROSS PROFIT                           2,785,223.00   1,161,840.00

EXPENSES
Selling, General and Administrative    2,771,149.00     706,693.00
Depreciation expense                     178,726.00     141,901.00
Amortization expense                      38,651.00      72,262.00
                                         ----------     ----------
Total Expenses                         2,988,526.00     920,856.00
                                         ----------     ----------
OPERATING INCOME (LOSS)                 (203,303.00)    240,984.00
                                       ============   ============

OTHER INCOME/(EXPENSES)
Interest income                            1,087.00           0.00
Forgiveness of debt                       15,000.00           0.00
Interest expense                         (87,878.00)    (15,817.00)
Loss on disposition of assets              4,291.00           0.00
                                         ----------     ----------
Total other income/(expenses)            (67,500.00)    (15,817.00)
                                         ----------     ----------
NET ORDINARY INCOME (LOSS)              (270,803.00)    225,167.00
                                       ============   ============

Basic weighted average
number of common                         59,140,808     41,757,088
shares outstanding

Basic Net Loss per Share                   (0.0045)           0.01

</TABLE>

              See accompanying notes to financial statements
                                    F-4

<PAGE>

                                Nutek, Inc.
                               CONSOLIDATED
                STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                             FOR YEARS ENDED
                   December 31, 2001 and December 31, 2000


STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>

                 Common     Stock    Prefd  Prefd     Prefd   Prefd  Additional    Treasury   Royalty                    Total
                 Shares    Amount    Stock  Stock     Stock   Stock     Paid in       Stock       Int       Deficit      Equity
                                    Series Series    Series  Series     Capital
                                      A      A          B     B
-----------------------------------------------------------------------------------------------------------------------------------
<S>           <C>          <C>       <C>    <C>        <C>     <C>     <C>           <C>         <C>        <C>          <C>

Balances at
December 31,
2000         45,186,132    45,186        0      0    793,500    794   7,237,329    ($49,263)    30,000    (4,576,874)    2,687,172

Issuance of
Common Stock
for cash      6,716,594     6,717    8,408      8                       337,960                                            344,685

Issuance of
Common Stock
for services  2,487,220     2,487   29,000     29                        26,785                                             29,301

Issued in
exchange for
Datascension  6,588,889     6,589  209,000    209                     2,193,202                                          2,200,000

Issued in
exchange for
other assets  3,130,000     3,130                                       306,545                                            309,675

Issued in
exchange for
other exp       488,719       489                                           422                                                911

Issued for
canceling
debt         4,552,154      4,552  236,000    236                       289,206                                            293,994

Issued to
employees    2,063,550      2,064  114,000    114                        84,323                                             86,501

Treasury
Stock                                                                               (3,125)                                 (3,125)

Royalty
Investors      179,277        179                                        29,821                (30,000)                          0

Prior Period
Adjustment                                                                                                  (357,777)     (357,777)

Net Profit for
year ended
Dec 31, 2001                                                                                                (270,803)     (270,803)
-----------------------------------------------------------------------------------------------------------------------------------
            71,392,535     71,392  596,408    596    793,500    794  10,505,593   ($52,388)          0    (5,205,454)    5,320,534
===================================================================================================================================
</TABLE>

              See accompanying notes to financial statements
                                    F-5

<PAGE>

                                 Nutek Inc.
                                CONSOLIDATED
                          STATEMENT OF CASH FLOWS
                              FOR YEARS ENDED
                   December 31, 2001 and December 31, 2000


CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                             January 1        January 1
                                                to               to
                                            December 31     December 31
                                               2001             2000
<S>                                         <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net Income/(loss) from Operations           (270,803.00)    225,167.00
Adjustments to reconcile net income
   to net cash provided
      Items not requiring cash
             Services received for stock     (67,133.00)     24,000.00
             Depreciation Expense            178,726.00     141,901.00
             Amortized Expense                38,651.00      88,079.00
             Loss on disposal of assets        4,251.00           0.00
(Increase)/Decrease in accounts receivable    29,354.00      15,310.00
(Increase)/Decrease in marketable securities       0.00     (72,000.00)
(Increase)/Decrease in inventory              74,262.00    (129,632.00)
(Increase)/Decrease in prepaid expenses     (164,718.00)          0.00
(Increase)/Decrease in Deposits              (10,260.00)       (145.00)
Increase/(Decrease) in Accounts payable      181,631.00      21,247.00
Increase/(Decrease) in Accrued expenses      105,867.00           0.00
                                             -----------    ----------
Net Cash flow provided by operating
             activities                       99,828.00     313,927.00

CASH FLOWS FROM INVESTING ACTIVITIES
Disposition of property and equipment         68,743.00           0.00
Disposition of other assets                  496,686.00    (100,000.00)
Purchase of Other Assets/Investment                0.00    (189,503.00)
Purchase of Oil Equipment/Leases                   0.00    (204,918.00)
Purchase of Kristi & Co                            0.00     (20,000.00)

     Net cash used by investing activities  (538,429.00)   (514,421.00)

CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Capital Stock                     344,685.00    280,422.00
Increase/(Decrease) in Notes payable         (970,403.00)     7,924.00
Increase/(Decrease) in Royalty Investments          0.00    (25,000.00)
Increase/(Decrease) in Subscriptions                0.00   (100,000.00)
Treasury Stock                                      0.00      3,815.00

Net Cash provided by financing activities    (625,718.00)    167,161.00

Balance as at beginning of period              48,071.00     81,404.00
Net increase (decrease) in cash                12,539.00    (33,333.00)
Balance as at end of period                    60,610.00     48,071.00
</TABLE>

                   See accompanying notes to financial statements
                                    F-6
<PAGE>

                                  Nutek, Inc.

                         NOTES TO FINANCIAL STATEMENTS

                                December 31, 2001

NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

Nutek, Inc. was incorporated in August of 1991 under the laws of the State of
Nevada, as Nutek, Inc. (the Company) and is engaged in multiple industries.

SRC International, Inc. was incorporated on June 20, 1997 in Illinois.  SRC
International Inc. manufactures "Super Glide", a rail covering made of an
extremely durable, super-slick, space age polymer, designed to reduce
friction between rails and hangers in the dry cleaning and garment
industries.

Vac-U-Lift Production Company was incorporated in the State of Texas in March
of 1995 and is in the oil extracting industry for leases in Texas.  The
Company remained inactive until Nutek acquired it in June of 1996.  Nutek
determined at the end of Fiscal 2000 to shut down this operation through
bankruptcy.  This company had no significant assets but had accounts payable
of approximately $19,000, which was discharged as a result of the bankruptcy.

Century Clocks, Inc. is a Nevada corporation formed by Nutek, Inc. and doing
business in California.  Century Clocks has a joint venture agreement with
the Department of Veterans Industries.  The company produces clocks assembled
and packaged by U.S. Veterans.

Elite Fitness Systems, Inc. is a Nevada corporation doing business in
California.  Elite Fitness Systems, Inc. markets a proven fitness system that
has kept the world's finest fighting force in supreme physical condition.

Nutek determined at the end of Fiscal 2000 to return Elite Fitness Systems
Inc. to Mr. Helvenston in exchange for the 125,000 shares of Nutek Restricted
Stock that were originally issued for the purchase of this corporation.
Accordingly, Elite Fitness Systems, Inc.'s results of operations, assets,
liabilities and other financial activities are not included in Nutek's
Consolidated Statements for the year ended 2001.

Kristi & Co., a Nevada Corporation doing business in California, was
incorporated on September 13, 1999.  The Company markets woman's resort-wear.
The Company purchased the clothing designs and design groups on January 6,
2000.

Nutek Oil, Inc. was incorporated on December 3, 1998.  The Company is in the
oil producing business and purchased selected equipment and assets on
February 23, 2000 from Clipper Operating Company.  During 2001, Nutek Oil was
spun off as a separate company.

Datascensions, Inc. and related assets was purchased on September 27, 2001
for $2,200,000 using company shares at fair market value.  Datascensions,
Inc. is a premier data solutions company representing a unique expertise in
the collecting, storage, processing and interpretation of data.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

                                   F-7
<PAGE>

The Company's policy is to prepare the financial statements on the accrual
basis of accounting.  The fiscal year end is December 31.

Cash and Cash Equivalents

Cash and cash equivalents consist of highly liquid investments with
maturities of three months or less when purchased.

Investments and Marketable Securities

The Company has adopted FASB 115.  Its equity securities are classified as
available for sale and reported at fair value.

Investments are recorded at the lower of cost or market.  Any reductions in
market value below cost are shown as unrealized losses in the consolidated
statement of operations.

Summary of Non-Cash Transactions

There were non-cash transactions that are discussed in Note 3.

Consolidation Policy

The accompanying consolidated financial statements include the accounts of
Nutek Inc., and its different business segments, SRC International, Inc.,
Century Clocks, Kristi & Co., and Nutek Oil, Inc.  All significant inter-
company balances and transactions have been eliminated.

Inventory Valuation

Inventories are stated at the lower of cost or market, cost being determined
on the first in, first out (FIFO) basis.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires that management make estimates and assumptions
which affect the reported amounts of assets and liabilities as at the date of
the financial statements and revenues and expenses for the period reported.
Actual results may differ from these estimates.

SOP 98-5

The Company has adopted SOP 98-5, which treats the remaining portion of
organizational costs as an expense.  Start-up costs and reorganization costs
were expensed when SOP 98-5 was adopted.

Dividend Policy

The Company has not yet adopted any policy regarding payment of dividends.
The Company has authorized 20,000,000 shares of preferred stock with a par
value of $0.001.  793,500 shares have been issued as Series B shares for cash
at $1.00 a share and 596,408 shares have been issued as Series A shares.

Preferred shares have the same voting rights as the common shares but have
priority in the event of company liquidation.  All of the Series B shares
outstanding were to be redeemed at $1.00 a share plus all accrued dividends
prior to December 31, 1993.  This has been extended by mutual agreement.
Series B shares have annual dividends of $.15 per share that are payable
quarterly.  They are convertible to common shares on a one for one basis at
the holders' option.

                                   F-8
<PAGE>

Fixed Assets

Fixed assets are stated at cost.  Expenditures that materially increase the
life of the assets are capitalized.  Ordinary maintenance and repairs are
charged to expense as incurred.  When assets are sold or otherwise disposed
of, the cost and the related accumulated depreciation and amortization are
removed from the accounts and any resulting gain or loss is recognized at
that time.  Depreciation is computed primarily on the straight-line method
for financial statements purposes over the following estimated useful lives:

                     Computer Equipment          5 Years
                     Drilling Equipment         20 Years
                     Factory Equipment           7 Years
                     Furniture & Fixtures        7 Years
                     Office Equipment            5 Years
                     Equipment and Machinery    20 Years
                     Molds and Tooling          20 Years

Depreciation expense was $178,726 and $141,901 for 2001 and 2000,
respectively.

All assets are booked at historical purchase price and there is no variance
between book value and the purchase price.

Intangible Assets

Identifiable intangibles with the exception of patents are amortized over
five years.  All patents are amortized over 17 years.  The amount of
amortization recorded in 2001 and 2000 was $38,651 and $ 72,262,
respectively.

The Company has adopted SFAS 142.  Under guidance from SFAS 142, Management
has determined that as the major intangible asset, the value of the electric
light switch, purchased late in 1999, has not significantly decreased and
there has been no reduction in the usefulness of the asset as of December 31,
2001.  Additionally, this asset will not be amortized and will be tested for
impairment at least annually by comparing the fair value of the asset with
the recorded value.

The Company has also adopted SFAS 144.  Under guidance from SFAS 144,
Management has determined that the website has been materially impaired by
approximately $30,000 as of December 31, 2000, therefore, a prior period
adjustment has been made to remove this asset from the books.

Earnings per Share

Basic earnings per share is computed using the weighted average number of
shares of common stock outstanding for the period end.  The net income (loss)
for the period end is divided by the weighted average number of shares
outstanding for that period to arrive at earnings per share.

Diluted earnings per share were not included as the inclusion of convertible
notes, convertible preferred stock and warrants would be anti-dilutive and
all contingencies for conversion have not occurred.

                                   F-9
<PAGE>

Income Taxes

The Company experienced losses during the previous fiscal tax year reported.
The Company will review its need for a provision for federal income tax after
each operating quarter.  The Company has adopted FASB 109, as discussed in
Note 7.

Advertising

Advertising costs are expensed when incurred.  Advertising expense was
$35,230 for 2001.

Depletion

Oil well leases are depleted over the units of production, or 12 years,
whichever is shorter.

Research and Development

The Company expenses its research and development in the periods incurred.

Reclassifications

Certain reclassifications have been made to the December 31, 2000 amounts to
conform to the December 31, 2001 financial statement presentation.  The
reclassifications had no effect on net income.


NOTE 3 - SUMMARY OF NON-CASH TRANSACTIONS

Assets and leases of the Clipper Operating Company were acquired on February
23, 2000 with 2,064,348 shares of Nutek stock at the current market price of
$0.31 representing $639,948.  A note for $639,948 was issued for the balance
of the purchase price.  The note balance as of December 31, 2001 is $464,268.

Kristi and Co was acquired on January 6, 2000 for 250,000 shares of the
Company's stock in exchange for the outstanding common stock of Kristi and Co
at the current market price of $0.20, and a note for $50,000 with annual
interest of 7% was issued for the balance of the purchase price, payable
within 18 months.

Datascensions was acquired on September 27, 2001 for 27,500,000 shares,
valued at $2,200,000.  The value was determined by the average closing price
of the stock over the five previous days the stock traded.  Of this amount
20,911,111 has been converted to 209,111 shares of the Series A preferred
stock.  As part of this acquisition, the Company received $650,000 of
accounts receivable and $472,500 of property and equipment.

NOTE 4 - STOCKHOLDERS' EQUITY

The Articles of Incorporation were amended by deleting the existing ARTICLE
IV and replacing it in its entirety with the following amendments:

          "ARTICLE 4: Authorized Shares: The aggregate number of
     shares which the corporation shall have authority to issue shall
     consist of two hundred million (200,000,000) shares of Common

                                   F-10
<PAGE>

     Stock having a $.001 par value, and twenty million (20,000,000)
     shares of Preferred Stock having a $.001 par value.  The Common and/or
     Preferred Stock of the Company may be issued from time to time
     without prior approval by the stockholders.  The Common and/or
     Preferred Stock may be issued for such consideration as may be
     fixed from time to time by the board of directors.  The Board of
     Directors may issue such share of Common and/or Preferred Stock in
     one or more series, with such voting powers, designations, preferences
     and rights or qualifications, limitations or restrictions thereof as
     shall be stated in the resolution or resolutions."

This amendment to the Articles of incorporation has been duly adopted, filed
and accepted by the Nevada Secretary of State in accordance with General
Corporation Law of the State of Nevada.

On December 27, 2001, an agreement was reached with three affiliates to
exchange notes and common stock, including accrued and unpaid interest, for
Series A Preferred Stock at $5.42 per share.  The exchange for 596,408 Series
A Preferred Stock was completed in December 2001.

The Series A Preferred Stock are convertible at any time into a number of
shares of Common Stock determined by the greater of $5.42 per share of Series
A Preferred Stock, plus any accrued and unpaid dividends thereon or one
hundred (100) shares of common stock for one (1) share of Series A Preferred
Stock plus any accrued and unpaid dividends thereon.  Dividends on the Series
A Preferred Stock are cumulative and payable quarterly at an annual dividend
rate of 5%.  The Company, at its option, may redeem the Series A Preferred
Stock, in whole or in part, at any time and from time to time, at a
redemption price of $5.42 per share plus any accrued and unpaid dividends
thereon.  Upon liquidation, holders of the Series A Preferred Stock will be
entitled to repayment of the greater of $5.42 per share of Series A Preferred
Stock, plus any accrued and unpaid dividends thereon or one hundred (100)
shares of common stock for one (1) share of Series A Preferred Stock plus any
accrued and unpaid dividends thereon, prior to any distributions to holders
of common Stock.  The Series A Preferred Stock does not have any voting
rights except as required by law or as set forth in the exhibits in the
resolution by the Board of Directors.

On December 27, 2001, the Company issued 596,408 shares of Series A Preferred
Stock of the Company's Class B Preferred Stock to three affiliates.  The
conversion consideration was determined by the historical value of the common
shares converted into the Series A Preferred Stock and the value of the notes
converted into the Series A Preferred Stock of the Company based on the value
of the common stock at the time of conversion.  The Class B Series A
Preferred Shares are convertible into a number of shares of Common Stock,
determined by the greater of one hundred (100) common shares per one (1)
share of Series A Preferred Stock plus all accrued and unpaid dividends
thereon, or the Series A Preferred Stock having a value of $5.42 per share
plus all accrued and unpaid dividends thereon subject to adjustment as
provided in the exhibits in the resolution by the Board of Directors.

On January 9, 2001, the Company increased its authorized shares to
200,000,000 shares of common stock, par value $.001 and 20,000,000 shares of
preferred stock, par value $.001.

On September 27, 2001, the Company issued 27,500,000 shares in exchange for
100% of the stock of Datascensions.  Based on the average closing stock price

                                   F-11
<PAGE>

over the five previous days, the purchase price was $2,200,000.  Of this
amount, 20,911,111 has been converted to 209,111 shares of the Series A
preferred stock.

During 2001, the Company issued 2,063,550 shares, valued at $86,501 to
employees.

During 2001, the Company issued 2,487,220 shares to various consultants

There were 3,000,000 shares cancelled for stock that was given to an employee
and subsequently canceled upon that employee leaving the Company.  An
additional 200,000 shares were cancelled during 2001, which were originally
given as the collateral when the Company bought the print shop and a further
125,000 shares were cancelled which had been previously issued to Mr.
Helvenston for the purchase of Elite Fitness.

The Company issued 1,000,000 shares of stock, valued at $180,000 in exchange
for 5,000 shares, representing one-third ownership of Electrostatic
Solutions, Inc. stock.

NOTE 5 - OTHER ASSETS

Other assets consists of patents, the purchase of Kristi and Co, Inc for
$100,000, design and artwork and website development for software and coding.
These assets were valued at the existing market value of Nutek stock at the
time of purchase, when stock was used to purchase the asset.

NOTE 6 - LONG-TERM DEBT

Long-term debt consists of the following:

The Company obtained a loan on February 20, 2000 to assist in the purchase of
Nutek Oil, Inc.  The loan accrued interest at 7 1/2% per year through September
30, 2001 and is accruing interest at 10% per year from October 1, 2001 on.
The balance on this loan at December 31, 2001 is $464,268.

The Company obtained a loan from Orange Printing on February 12, 2001.  The
note carries an interest rate of 8% per year and had a balance at December
31, 2001 of $7,501.

The Company obtained a loan from Gertrude Madich in the amount of $40,000,
bearing an interest rate of 10% per year on November 13, 2001.  There have
been no payments made on this note.  This note is due December 31, 2006.

The Company obtained a loan from Theressa Lindert in the amount of $20,000,
bearing an interest rate of 10% per year on November 16, 2001.  There have
been no payments made on this note.  This note is due December 31, 2006.

The Company obtained a loan from Gertrude Madich in the amount of $10,000,
bearing an interest rate of 10% per year on December 11, 2001.  There have
been no payments made on this note.  This note is due December 31, 2006.

All other notes payable are non-interest bearing.  Interest on notes payable,
which are non-interest bearing, have been imputed at the rate of 9% per
annum.

                                   F-12
<PAGE>

NOTE 7 - INCOME TAXES

Nutek, Inc. and its business segments available net operating loss carry
forwards to offset future federal taxable income of approximately $5,205,454.
The carry forwards start expiring in 2004.  The Company has deemed it less
than likely that this benefit will be utilized.  Therefore Company recognized
no income tax benefit from the losses generated during the year ended
December 31, 2000.  The Company has adopted the Statement of Financial
Accounting Standards No. 109 - "Accounting for Income Taxes."

          Deferred tax asset
          Net operating loss carry forwards          $5,205,454
          Valuation allowance                        (5,205,454)
                   Net deferred tax asset                 -


NOTE 8 - CONTINGENCIES AND COMMITMENTS

Handi-Plate Royalty

As part of acquiring the patents for this product, Nutek Inc. agreed to
provide the inventor a 2.5% royalty interest on the gross sales of this
product.

After numerous delays by the manufacturer of the tooling to provide Nutek the
final finished product in order to fulfill orders received, Nutek lost over
$5 million in sales of this product. In December 2000, the Company prepared a
lawsuit, which it has served on Advance plastics, et al, of San Diego,
California claiming more than $5 million in damages. These revenues had made
up a significant part of Nutek's growth strategy for 2000 and were a
significant setback to meeting the sales objectives for the year.

The company has determined it is in the best interests of the shareholders to
not pursue further legal action against Advanced Plastics of San Diego since
Advanced Plastics has agreed to return the Handi-Plate mold to the company.

Clock royalty

As part of the acquisition of Century Clocks SA clock molds, a 7.5% royalty
interest was given.  The royalty owners advanced $55,000 to Nutek, Inc.
Murray Conradie had the option of converting the loan which he made to Nutek
Inc. in the amount of $57,000 to a royalty interest and becoming a
participant in the 7.5% royalty interest.  During 2001, the note was
cancelled and converted to the preferred stock.

Subscriptions Receivable

The Company has received common stock subscriptions in the amount of
$100,000.  The Company reported this as part of shareholder's equity.  The
Company received the payment for the subscriptions in the first quarter 2000.

Litigation

A lawsuit was initiated by the Company to recover 1,000,000 shares of its
common stock, which was issued to an individual for services, which were not
received.  Nutek successfully resolved this case in November 2000 before
going to trial.

After numerous delays by the manufacturer of the tooling to provide Nutek the
final finished product for the Handi-Plate product in order to fulfill orders
received, Nutek lost over $5 million in sales of this product. In December
2000, the Company prepared a lawsuit, which it has served on Advance

                                   F-13
<PAGE>

plastics, et al, of San Diego, California claiming more than $5 million in
damages. These revenues had made up a significant part of Nutek's growth
strategy for 2000 and were a significant setback to meeting the sales
objectives for the year.

After numerous delays by the inventor of the Electrostatic Light Switch
patent number 5833350 to provide Nutek the information, continuation patents
and schematics which Nutek purchased, Nutek acquired world wide rights to a
significantly enhanced patent and returned the rights to Electro Static
Solutions LLC for patent number 5833350.  Electro Static Solutions and its
members are now involved in litigation with Nutek for the return of
$150,000.00 in cash and $180,000.00 in Nutek stock paid to Electro Static
Solutions.  Electro Static Solutions is claiming the balance of the purchase
price.  The Company is very confident that the company will prevail in this
litigation.

Computers

The Company initiated a 36 month lease on March 9, 2000.  The payments are
for $704 per month.  The balance on this lease at December 31, 2001 was
$10,553.


NOTE 9 - ACQUISITIONS

All assets are booked at historical purchase price and there is no variance
between book value and the purchase price.

Patent rights for an electro static light switch were acquired August 27,
1999 for the fair market price of $1,000,000 from a non-related party.
Payment was made by issuing 600,000 shares of Restricted Common Stock valued
at $.30 per share.  Another $150,000 was to be paid in cash with the balance
of $670,000 to be paid by increasing the royalty payment from seven to ten
percent until the balance is paid off.  After numerous delays by the inventor
of the Electrostatic Light Switch patent number 5833350 to provide Nutek the
information, continuation patents and schematics which Nutek purchased, Nutek
acquired world wide rights to a significantly enhanced patent and returned
the rights to Electro Static Solutions LLC for patent number 5833350.

Nutek Oil, Inc., some of the assets and leases of the Clipper Operating
Company were acquired on 02/23/2000 with 2,064,348 shares of Nutek stock at
the current market price of $0.31 representing $639,948 a note for $639,948
was issued for the balance of the purchase price. The purchase price of
$1,279,896 was made up of (mineral acreage for $454,959; equipment at market
value $788,217; and gas pipeline at market value $36,720),

Vac-U-Lift Production Company, Inc. In June of 1996, the company exchanged
100,000 shares of its common stock and a certain amount of cash to acquire
all of the outstanding common shares of Vac-U-Lift Production Company, Inc.,
a Texas corporation.  The business combination was been accounted for under
the purchase method of accounting.  There was no goodwill or intangible
assets recorded for this acquisition.  Nutek determined at the end of Fiscal
2000 to shut down this operation through bankruptcy.  This company had no
significant assets but had accounts payable of approximately $19,000.00,
which was discharged as a result of the bankruptcy.

SRC International, Inc. was acquired for 1,000,000 shares of the Company's
common stock for all the outstanding stock of SRC International, Inc. in a
transaction consummated on 04/01/1998.  SRC International Inc. manufactures
"Super Glide" a rail covering made of an extremely durable, super-slick,

                                   F-14
<PAGE>

space age polymer designed to reduce friction between rails and hangers in
the dry cleaning and garment industries. The business combination has been
accounted for under the pooling of interest method.

Century Clocks, Inc. (a Nevada Corporation) was incorporated on January 15,
1999 by Nutek, Inc.  On April 30, 1999, clock molds valued at $257,800 were
acquired.  Shares in the amount of 1,315,000 with a fair market value of $.12
totaling $157,800 plus notes payable in the amount of $100,000 was given in
exchange for the clock molds.

Kristi and Co. was acquired 01/06/2000 for 250,000 shares of the Company's
stock in exchange for the outstanding common stock of Kristi and Co and a
note payable in the amount of $50,000 payable within 18 months at an interest
rate of 7% per annum.  Kristi and Co. has the rights to certain woman's
resort wear clothing designs and design groups.  Kristi and Co. plans to
market these items and to continue creating new designs.  Kristi and Co. was
incorporated September 13, 1999.  Kristi and Co. reported the rights and
assets purchased from Kristi Hough at their historical cost of zero in a
manner similar to a pooling of interest due to the common control of
management, per APB Opinion 16.  When Nutek, Inc. purchased Kristi and Co.,
the acquisition was booked at the estimated fair market value of those rights
and assets which Kristi and Co. owned under the purchase method of accounting
for business combinations per APB 16 as there was not a common control issue
for this transaction.  Accordingly, these designs and client lists were
restated at their estimated fair market values per the best judgment of
management.  Management based its evaluation on the fact that these customer
lists, designs and patterns had previously generated revenues of
approximately $1,500,000 for a company in a similar line of business over a
period of approximately 18 months.  Nutek, Inc. estimated the customer list
at $30,000 and the designs and patterns at $70,000.  Current sales and cash
flows of Kristi and Co.'s line indicate that the valuation was accurate.  The
Company anticipates selling these items since Kristi and Co. is no longer in
business.

Datascensions, Inc. was acquired on July 2, 2001 for $2,200,000 of Nutek,
Inc's restricted common stock in exchange for the outstanding common stock of
Datascensions, Inc.  There were 27,500,000 shares issued.  Of this amount,
20,911,111 has been converted to 209,111 shares of the Series A preferred
stock.  Datascensions, Inc. is a premiere data solutions company representing
unique expertise in collection, storage, processing and interpretation of
data.

NOTE 10 - RELATED PARTY TRANSACTIONS

Mr. Conradie was formerly an officer and manager of Century Clocks SA.  He
negotiated a purchase of clock molds from South Africa.  This was a three
party transaction which involved Mr. Conradie purchasing the molds in South
Africa and then transferring the clock molds to Century Clocks, Inc., a
company wholly owned by Nutek, Inc. and formed to pursue this business
opportunity.   The clock molds were recorded at Mr. Conradie's, the
transferor's, historical cost and book value.  There were no inventories
involved in these transactions.   Mr. Conradie also received 1,050,000 shares
of the Company's common stock valued at $126,000, December 30, 1999 the day
the stock was authorized and recorded in the Company's minutes.

Murray Conradie received 175,000 shares of the company's common stock valued
at $26,250 for unpaid compensation during the first six months of 2000.

                                   F-15
<PAGE>

Kristi Conradie, vice president, received 250,000 shares of Nutek Inc's
common restricted stock and a note payable in the amount of $50,000 for the
outstanding stock of Kristi and Co., Inc.

Kristi Conradie received 163,334 shares of the company's common stock valued
at $24,500 for unpaid compensation during the first six months of 2000.

Murray Conradie and Kristi Conradie have loaned the company an additional
$107,333 through their personal lines of credit which is included in the
short-term notes payable.

NOTE 11 - WARRANTS AND OPTIONS

The Company does not currently have any stock options issued.  The company
has adopted FASB 123 and will account for stock issued for services and stock
options under the fair value method.

NOTE 12 - SEGMENT INFORMATION

The Company has adopted FASB 131.  The adoption of FASB 131 did not affect
results of the company's statement of operations or financial position, but
did affect the disclosure of segment information.  The Company operates
within two segments, retail sales and exploration and production of oil and
gas.  Retail sales includes Kristi and Co., SuperGlide, Electrostatic light
switch, Tekplate, and Century Clocks.

NOTE 13 - PRIOR PERIOD ADJUSTMENT

Prior management had a company called Vac-U-Lift Production Company Inc.,
which went bankrupt and was closed down.  Management had formed a partnership
called the Vac-U-Lift partnership, which was formed to drill a single oil
well.  This was previously reported on the books as "Drilling equipment" for
$260,604.  This amount was removed, along with a $97,173 adjustment for
inventory of Kristi & Co., reported on the prior financial statements.

                                   F-16
<PAGE>

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

Effective August 6, 2001, the registrant engaged Healey & Shron, Certified
Public Accounts as its principal accountant to replace its former principal
accountant, James E. Slayton, CPA.  The decision to change accountants was
approved by the Audit Committee of the registrant.  Neither of the reports of
the former principal accountant for the period ending December 31, 2000
contained an adverse opinion or disclaimer of opinion, nor was either qualified
or modified as to uncertainty, audit scope, or accounting principles.  During
the audited period ending December 31,2000 and the subsequent interim period
through August 6, 2001, there were no disagreements with the former accountant
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not
resolved to the satisfaction of the former accountant, would have caused him
to make reference to the subject matter of the disagreements in connection with
his report. (See Exhibit 8-K filed August 7, 2001)

                                       26
<PAGE>

Effective December 27, 2001, Nutek, Inc. (the Company) determined to change the
Company's independent accountants, and, accordingly, ended the engagement of
Healey & Shron, Certified Public Accountants, in that role and retained
Chavez & Koch, CPA's, Ltd. as its independent accountants for the fiscal year
ending December 31, 2001.  The Audit Committee of the Board of Directors (the
"Audit Committee") and the Board of Directors of the Company approved the
decision to change independent accountants.

During the period of August 6, 2001 through December 27, 2001, there were no
disagreements with Healey & Shron, Certified Public Accountants on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure. (See Exhibit 8-K filed January 7, 2002)


                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

The names, ages and positions of the Company's directors and executive officers
are as follows:

Name                         Age              Position
--------                    ------           ----------

Murray N. Conradie           36              President, CEO and Director

Kristi Conradie              37              Vice President and Director

Donald Hejmanowski           42              Secretary and Director

Daniel Delmonico             54              Director

David Scott Kincer           36              COO and Director

Cipra Domnitz                49              CFO

B.  Family relationships

Murray N. Conradie and Kristi Conradie are married to each other.

C.  Work Experience

Murray N. Conradie

April 1999 - Present, Nutek Inc.
President/CEO, Director and Chairman of the Board.

1998 - Dec, 1999, Nutek, Inc.
CFO, Director

Mr. Conradie has several years of experience in creating and developing
start-up enterprises.

                                       27
<PAGE>

EDUCATION:
1983-1985, University of Natal at Durban, South Africa. B.A., Studied Business
Law for 2 1/2 years

1985-1988, Technikon Natal at Durban, South Africa.  Accounting Degree
specializing in Auditing.

1999 Selected for Strathmore's Who's Who in Finance
1999 Selected for Marquis Who's Who in Finance Millennium Edition

Kristi L. Conradie

1999 - Present, Nutek Inc.
Vice-President and Director.

1999 - Present, Kristi & Co., Inc., President/CEO Director and designer.
Women's resort clothing line.  Started company with a vision to help veterans
by employing them and helping with their goals through work.

Mrs. Conradie has several years of experience in creating and developing,
working with and managing start-up enterprises.

EDUCATION:
University of California at Los Angeles, March 1986, B.A., Psychology and
Computer Science with concentration in Business Administration

California Paramedical and Technical College, Long Beach, CA, April 1992
C.A.D.C.  (Certified Alcohol and Drug Counselor)
N.A.ID.C. (National Alcohol and Drug Counselor)

Donald Hejmanowski

Donald Hejmanowski joined Nutek in January of 2001 as the VP of finance and a
Director. Mr. Hejmanowski has several years of experience in creating and
developing start-up enterprises from retail to manufacturing to internet-based
businesses.  Mr. Hejmanowski has twenty-one years experience with public
companies as a broker, in investor relations and public relations, in merger
and acquisitions, and has served on audit committees and compensation
committees of several public companies.  Mr. Hejmanowski has been involved in
the strategic planning and future development of the company.  Mr. Hejmanowski
earned his BS and BA from Eastern Illinois University.

Daniel Delmonico

Daniel Delmonico joined Nutek as a Director in October of 2001. Mr. Delmonico
was formerly the president of several large lighting distributors until his
retirement in 2000.

David Scott Kincer

Currently Datascension's president, Scott Kincer joined Nutek as COO and
Director in September 2001, Scott Kincer has over twenty years experience in
collecting, storing an analyzing consumer data.  He also has fifteen years of
experience managing data collection centers, including six years of experience
in Costa Rica.  He co-founded Datascension in 1999 and became COO of Nutek with
the successful acquisition of Datascension in 2001.  Mr. Kincer oversees the
operations of Datascension from its main facility in Riverside, California.

                                       28
<PAGE>

Cipra Domnitz

Cipra Domnitz joined Nutek in October of 2001.  Cipra Domnitz graduated from
California State University, Northridge, and was licensed as a CPA in 1978.
While in active practice, she specialized in accounting and auditing for small
businesses and start-up businesses, as well as non-profits.  She also holds
series 6 and 63 securities licenses.

D.  Conflicts of Interest

     The officers and directors of the Company are now and may in the future
become shareholders, officers or directors of other companies which may be
engaged in business activities similar to those conducted by the Company.
Accordingly, additional direct conflicts of interest may arise in the future
with respect to such individuals acting on behalf of the Company or other
entities. Moreover, additional conflicts of interest may arise with respect to
opportunities which come to the attention of such individuals in the
performance of their duties or otherwise. The Company does not currently have a
right of first refusal pertaining to opportunities that come to management's
attention insofar as such opportunities may relate to the Company's proposed
business operations.

        The officers and directors are, so long as they are officers or
directors of the Company, subject to the restriction that all opportunities
contemplated by the Company's plan of operation which come to their attention,
either in the performance of their duties or in any other manner, will be
considered opportunities of, and be made available to the Company and the
companies that they are affiliated with on an equal basis. A breach of this
requirement will be a breach of the fiduciary duties of the officer or
director. If the Company or the companies in which the officers and directors
are affiliated with both desire to take advantage of an opportunity, then said
officers and directors would abstain from negotiating and voting upon the
opportunity. However, all directors may still individually take advantage of
opportunities if the Company should decline to do so. Except as set forth
above, the Company has not adopted any other conflict of interest policy with
respect to such transactions.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and
executive officers, and persons who beneficially own more than ten percent of a
registered class of our equity securities (referred to as "reporting persons"),
to file with the Securities and Exchange Commission initial reports of
ownership and reports of changes in ownership of common stock and other Nutek
Inc. equity securities.  Reporting persons are required by Commission
regulations to furnish us with copies of all Section 16(a) forms they file.

ITEM 10.  EXECUTIVE COMPENSATION.

Compensation of Executive Officer

Name               Title           Salary         Bonus    Common Stock
--------------------------------------------------------------------------

Murray Conradie    President/CEO   $75,000(1)(2)  None     750,000(3)
Kristi Conradie    VP/Director     $48,000(1)(2)  None     480,000(3)
Donald Hejmanowski Sec/Director    $48,000(1)(2)  None     480,000(3)
Daniel Delmonico   Director           None   (2)  None        None
David Scott Kincer COO/Director    $60,000(1)(2)  None        None
Cipra Domnitz      CFO             $12,000(1)(2)  None      41,300(3)

All Executive Officers as a Group (6 persons)

                                       29
<PAGE>

(1)  Per a Board Resolution, Murray N. Conradie, President, CEO and Director
has received remuneration of $75,000 for the year. Kristi Conradie, vice
President and Director and Donald Hejmanowski, vice President Finance and
Director have each received remuneration of $48,000 for the year. David Scott
Kincer received $60,000 for the 6 month period from July through December 2001
and Cipra Domnitz received $12,000.00 for the period October through December
2001.

(2) Compensation of Directors

There were no arrangements pursuant to which any director of the Company was
compensated through December 31, 2001 for any service provided as a director.
In addition, no such arrangement is contemplated for the foreseeable future as
the Company's only directors are its current executive officers.

(3) Common Stock

The Officers have not received any common stock in compensation for their
services, other than the unpaid salary they have converted to common stock.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

A.  Security Ownership of Management and Certain Beneficial Owners

The following table sets forth information as of the date of this Registration
Statement certain information with respect to the beneficial ownership of the
Common Stock of the Company concerning stock ownership by (i) each director,
(ii) each executive officer, (iii) the directors and officers of the Company as
a group, (iv) and each person known by the Company to own beneficially more
than five (5%) of the Common Stock.  Unless otherwise indicated, the owners
have sole voting and investment power with respect to their respective shares.


Title      Name & Address                     Amount of        Percent
of         of Beneficial                      shares           of
Class      Owner of Shares       Position     held by Owner    Class
------     ---------------       --------     -------------    -------

Common   Murray N. Conradie(1)   President/    1,375,561        1.93%
                                 CEO/Director

Common   Kristi Conradie(2)      VP/Director     413,334        0.58%

Common   David Scott Kincer      COO/Director          0         0.0%

Common   Donald Hejmanowski(3)   Secretary/    3,471,529        4.86%
                                 Director

Common   Daniel Delmonico        Director      3,250,000        4.55%

Common   Cipra Domnitz(4)        CFO              41,350        0.06%
----------------------------------------------------------------------

All Executive Officers and
    Directors as a Group (6 persons)           8,551,774       11.98%

Company address for all Officers is c/o Nutek, Inc. 1110 Mary Crest Road,
Henderson, NV 89074

                                       30
<PAGE>

(1) Murray N. Conradie, received 1,050,000 shares of common stock for the
Century Clock Mold purchase.  He also received 150,861 shares as outstanding
compensation for 1999.  These shares were issued to him in January, 2000,
however, instructions had been given to the transfer agent for their issuance
in December 1999, these shares were accounted for in the 1999 issued and
outstanding stock and in the December Minutes. The stock for the clock molds
was priced at $0.12 per share totaling $126,000.00 The compensation of 150,861
was for $2,500 a month compensation in addition to the $5,000.00 per month
compensation for April 1, 1999 through December 31, 1999.  The stock each month
was calculated by taking the close of each trading day and dividing it by the
number of days to get the average.  The stock for both transactions was issued
January 6, 2000.

Murray Conradie received 175,000 shares of the company's common stock valued at
$26,250.00 for unpaid compensation during the first six months of 2000.

(2)  Joanne L. Hough, mother to Kristi Conradie, beneficially owns 75,000
shares of restricted stock. Lorraine and Prescott Earle, grandparents to Kristi
Conradie, beneficially own 100,000 shares of restricted stock. Kristi Conradie,
entered into an agreement with the Company to purchase Kristi & Co., Inc.  She
is President/CEO and Director of Kristi & Co., Inc., a women's resort clothing
line.  Upon consummation of the agreement, Kristi received 250,000 restricted
shares for the purchase of Kristi and Company, patterns, client list and
designs. (See Exhibit 10.1 Purchase agreement) These shares were not scheduled
to be issued until January, 2000.  Nutek issued the 250,000 shares for $0.20 on
January 6, 2000.  This stock was issued at the close price of 12/31/99. (See,
Item 7 -- Interest of Management and Others in Certain Transactions.)

Kristi Conradie received 163,334 shares of the company's common stock valued at
$24,500.00 for unpaid compensation during the first six months of 2000.

(3) Donald Hejmanowski, received 1,250,000 shares of common stock for the
cancellation of funds loaned to the company and 480,000 shares of the company's
common stock valued at $48,000.00 for compensation.

(4) Cipra Domnitz, received 41,350 shares of the company's common stock valued
at $4,135.00 for unpaid compensation.

The Articles of Incorporation were amended by deleting the existing ARTICLE IV
and replacing it in its entirety with the following amendments:

          "ARTICLE 4: Authorized Shares: The aggregate number of
     shares which the corporation shall have authority to issue shall
     consist of two hundred million (200,000,000) shares of Common
     Stock having a $.001 par value, and twenty million (20,000,000)
     shares of Preferred Stock having a $.001 par value.  The Common and/or
     Preferred Stock of the Company may be issued from time to time
     without prior approval by the stockholders.  The Common and/or
     Preferred Stock may be issued for such consideration as may be
     fixed from time to time by the board of directors.  The Board of
     Directors may issue such share of Common and/or Preferred Stock in
     one or more series, with such voting powers, designations, preferences
     and rights or qualifications, limitations or restrictions thereof as
     shall be stated in the resolution or resolutions."

                                       31
<PAGE>

This amendment to the Articles of incorporation has been duly adopted, filed
and accepted by the Nevada Secretary of State in accordance with General
Corporation Law of the State of Nevada.

On December 27, 2001, an agreement was reached with three affiliates to
exchange notes and common stock, including accrued and unpaid interest, for
Series A Preferred Stock at $5.42 per share.  The exchange for 596,408 Series A
Preferred Stock was completed in December 2001.

The Series A Preferred Stock are convertible at any time into a number of
shares of Common Stock determined by the greater of $5.42 per share of Series A
Preferred Stock, plus any accrued and unpaid dividends thereon or one hundred
(100) shares of common stock for one (1) share of Series A Preferred Stock plus
any accrued and unpaid dividends thereon.  Dividends on the Series A Preferred
Stock are cumulative and payable quarterly at an annual dividend rate of 5%.
The Company, at its option, may redeem the Series A Preferred Stock, in whole
or in part, at any time and from time to time, at a redemption price of $5.42
per share plus any accrued and unpaid dividends thereon.  Upon liquidation,
holders of the Series A Preferred Stock will be entitled to repayment of the
greater of $5.42 per share of Series A Preferred Stock, plus any accrued and
unpaid dividends thereon or one hundred (100) shares of common stock for one
(1) share of Series A Preferred Stock plus any accrued and unpaid dividends
thereon, prior to any distributions to holders of common Stock.  The Series A
Preferred Stock does not have any voting rights except as required by law or
as set forth in the exhibit (CERTIFICATE OF THE POWERS, DESIGNATIONS,
PREFERENCES AND RIGHTS OF THE SERIES A CONVERTIBLE PARTICIPATING PREFERRED
STOCK, PAR VALUE $.001 PER SHARE Section 4)

On December 27, 2001, the Company issued 596,408 shares of Series A Preferred
Stock of the Company's Class B Preferred Stock to three affiliates.  The
conversion consideration was determined by the historical value of the common
shares converted into the Series A Preferred Stock and the value of the notes
converted into the Series A Preferred Stock of the Company based on the value
of the common stock at the time of conversion.  The Class B Series A Preferred
Shares are convertible into a number of shares of Common Stock, determined by
the greater of one hundred (100) common shares per one (1) share of Series A
Preferred Stock plus all accrued and unpaid dividends thereon, or the Series A
Preferred Stock having a value of $5.42 per share plus all accrued and unpaid
dividends thereon subject to adjustment as provided in the exhibit (CERTIFICATE
OF THE POWERS, DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES A CONVERTIBLE
PARTICIPATING PREFERRED STOCK,PAR VALUE $.001 PER SHARE

The Series A Preferred Stock are held by the affiliates as follows : Murray N.
Conradie, President/CEO/Director 270,167 shares; Kristi Conradie, Vice
President/Director 54,200 shares and David Scott Kincer COO/Director 272,042
shares.

B.  Persons Sharing Ownership of Control of Shares

                                       32
<PAGE>

No person owns or shares the power to vote ten percent (10%) or more of the
Company's securities.  Should the Series A preferred stock be converted to
common stock, these affiliates would have the power to vote ten percent (10%)
or more of the Company's securities.

C.  Non-voting Securities and Principal Holders Thereof

The Company has not issued any non-voting securities.  The shares of Series A
Preferred Stock shall have no voting rights except as required by law or as set
forth in attached Exhibit 10.21.

D.  Options, Warrants and Rights

There are no options, warrants or rights to purchase securities of the Company.

E.  Parents of Issuer

Under the definition of parent, as including any person or business entity who
controls substantially all (more than 80%) of the issuers of common stock, the
Company has no parents.

F.  Other

By Corporate Resolution, the Company purchased clock molds from Century Clock
Company of South Africa. Murray N. Conradie, President and CEO of The Company
was the former President and a major stockholder of Century Clocks in South
Africa.  The date of transaction was 27 April 1999, the valuation of the molds
was done by getting quotations from US manufacturers to make the molds.  This
was found to be in excess of $1,200,000.00 and would need to be funded with
cash or financing to be provided by an outside source.  The funding could not
be obtained to have molds produced, and the Board of Directors decided that the
alternative to purchase the molds from South Africa at a discounted price,
without having to lay out large amounts of cash was a better option.  Mr.
Conradie managed to negotiate with the sellers to be compensated with
Restricted Stock. (See, Item 7 -- Interest of Management and Others in Certain
Transactions.)

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

From 1987 through 1994, Murray N. Conradie, current President/CEO of Nutek,
held the position of President and Director of Century Clocks in South Africa.
In 1999, as President of Nutek, Inc., he negotiated a purchase agreement with
Century Clocks of South Africa, where he received 1,050,000 common shares of
restricted stock from Nutek, Inc.

Kristi Hough, VP and Director of the Company, has entered into a Preliminary
agreement with the Company to purchase Kristi & Co., Inc.  She is President/CEO
and Director of Kristi & Co., Inc., a women's resort clothing line.  Upon
consummation of this agreement, she received 250,000 restricted shares for
the purchase of Kristi and Company, the patterns, client list and designs.
These shares were issued in January, 2000.

The Company has a note payable to a certain stockholder; J. Frank, ($55,000);
("See Note 5 in Financial Statements.")

a.)  J. Frank - loan for operations, no repayment date.

                                       33
<PAGE>

Through a Board Resolution, the Company hired the professional services of
Chavez and Koch, Certified Public Accountants, to perform audited financials
for the Company.  Chavez and Koch own no stock in the Company.  The company has
no formal contracts with its accountants, they are paid on a fee for service
basis.  The fees paid to date were paid in cash.


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.


(a)  EXHIBITS.

The following documents are included or incorporated by reference as exhibits
to this report:

(2)  a)  Plan of Acquisition, Reorganization, Arrangement, Liquidation, or
         Succession.

     2.1  Plan and Articles of Merger, filed 8/23/91(1)

     2.2 Plan of Reorganization and Agreement, dated 9/20/97(1)

(3)  Articles of Incorporation & By-Laws

     3.1 Articles of Incorporation of the Company Filed August 23, 1991(1)

     3.2 Articles of Amendment filed on April 10, 1992(1)

     3.3 Certificate of Amendment of Articles of Incorporation filed on
        3/3/95(1)

     3.4 By-Laws of the Company adopted August 24, 1991(1)

(4)  Instruments Defining the Rights of Security Holders

     4.1 Those included in exhibit 3, and sample of Stock Certificate(1)
     4.2 Preferred Stock(1)

(10) Material Contracts

     10.1  Purchase Agreement - Kristi and Co dated 1/6/00(1)
     10.2  Agreement for Promotion and Revenue Sharing Plan, dated 9/2/99(1)
     10.3  Purchase Agreement - Elite Fitness, dated 10/4/99(1)
     10.4  Purchase Agreement - Patent #5833350, dated 9/15/99(1)
     10.5  Purchase Agreement - Clock Mold, dated 4/30/99(1)
     10.6  Plan of Purchase and Agreement, dated 11/30/97(1)
     10.7  Transitional Employer Agreement(1)
     10.8  Lease, dated October 15, 1999(1)
     10.9  Letter of Intent - Mineral Acres, dated 11/1/99(1)
     10.10 Compensation Plan(1)
     10.11 Key Employees Incentive Stock Option Plan(1)
     10.12 Purchase Agreement - Kristi & Company(2)
     10.13 Blank
     10.14 Purchase Agreement - Printing Equipment(3)
     10.15 Blank
     10.16 Employment Agreement Murray N. Conradie(4)
     10.17 Employment Agreement Donald L. Hejmanowski(4)

                                       34
<PAGE>

     10.18 Employment Agreement Kristi L. Conradie(4)
     10.19 Purchase Agreement - Datascension Inc.(5)
     10.20 Employment Agreement David Scott Kincer(5)
     10.21 Certificate of Preference Rights.

(23) Consent of Experts and Counsel

     23.1 Statement from Chavez and Koch, CPA

(27) Financial Data Schedule

     27.1 Financial Data Schedule

(1)  Previously filed as an exhibit to the Company's Form 10-SB, filed January
24, 2000.
(2) Previously filed as an exhibit to the Company's Number 1 Amendment to Form
10-SB, filed May 22, 2000.
(3) Previously filed as an exhibit to the company's quarterly report for the
period ended March 31, 2001
(4) Previously filed as an exhibit to the company's quarterly report for the
period ended June 30, 2001
(5) Previously filed as an exhibit to the company's 8-K report dated September
27, 2001

(b)  REPORTS ON FORM 8-K

On May 16, 2001, Registrant filed a Current Report on Form 8-K, relating to
the January 9, 2001, special meeting of the board of directors, Murray
Conradie, Don Hejmanowski and Kristi Conradie were elected to the Board of
Directors.  On January 9, 2001, the Board met and elected Murray Conradie as
President and Treasurer of the Company and Don Hejmanowski as Secretary of the
Company.

On July 27, 2001, Registrant filed a Current Report on Form 8-K, relating to
the spin-off of Nutek Oil Inc. A dividend of 500,000 shares of the common
stock of Nutek Oil, Inc, to be distributed pro rata to Nutek Inc., shareholders
on the basis of a ratio of one share of Nutek Oil, Inc for each 100 outstanding
shares of Nutek, Inc.   Twenty-five percent (25%) of such shares will be freely
tradable and seventy-five percent thereof will not be tradable ("restricted")
until after August 1, 2002 ("one year") (See Exhibit 8-K filed July 31, 2001)

On August 7, 2001, Registrant filed a Current Report on Form 8-K, relating to
the engagement of Healey & Shron, Certified Public Accounts as its principal
accountant to replace its former principal accountant, James E. Slayton, CPA.
(See Exhibit 8-K filed August 7, 2001)

On September 27, Registrant filed a Current Report on Form 8-K, relating to
completion of due diligence and acceptance of Purchase Agreement dated July 2,
2001, for the sum of $2,200,000. (See Exhibit 8-K filed September 27, 2001)

                                       35
<PAGE>

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

Nutek, Inc.

/s/ Murray N. Conradie
-------------------
Murray N. Conradie,
President and Chairman

/s/ Cipra Domnitz
-------------------
Cipra Domnitz,
Chief Financial Officer


Date: April 15, 2002

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

Nutek, Inc.

/s/  Donald Hejmanowski
------------------------
Donald Hejmanowski, Secretary
Date:  April 15, 2002

                                       36