<PAGE>


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

                           Amendment No. 2 to Form 10-QSB

(Mark One)

[x] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of
    1934

            For the quarterly period ended September 30, 2000
--------------------------------------------------------------------------------

[ ]  Transition Report under Section 13 or 15(d)of the Exchange Act For the
     Transition Period from ________  to  ___________
--------------------------------------------------------------------------------

                         Commission File Number: 0-29087
--------------------------------------------------------------------------------

                                  NUTEK, INC.
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


             Nevada                               87-0374623
 -------------------------------   ---------------------------------------
 (State or other jurisdiction of   (I.R.S. Employer Identification Number)
  incorporation or organization)


   15722 Chemical Lane, Huntington Beach, CA             92649
 ------------------------------------------------    -------------
    (Address of principal executive offices)          (zip code)


             714-799-7266 (Telephone)     714-799-5466 (Fax)
        ---------------------------------------------------------
                        Issuer's Telephone Number

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

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or 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 [ ] No [X]

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                    PROCEEDING DURING THE PRECEDING FIVE YEARS

Check whether the  Registrant  filed all  documents  and reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court.

                                                              Yes [ ] No [ ]

                   APPLICABLE ONLY TO CORPORATE ISSUERS

                                        1

<PAGE>

The Registrant has 44,523,675 shares of Common stock issued and outstanding,
par value $.001 per share as of September 30, 2000.  The Registrant has 793,500
Preferred Stock issued and outstanding as of September 30, 2000.

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


                                       2

<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.   Financial Statements.................................   4
          Balance Sheet (unaudited)............................  5-6
          Statements of Operations (unaudited).................   7
          Statements of Cash Flows (unaudited).................   8
          Notes to Financial Statements........................  9-16

Item 2.  Management's Discussion and Analysis of Plan
           of Operation........................................   17


PART II. OTHER INFORMATION

Item 1.   Legal Proceedings....................................   23

Item 2.   Changes in Securities and Use of Proceeds............   23

Item 3.   Defaults upon Senior Securities......................   23

Item 4.   Submission of Matters to a Vote
           of Security Holders.................................   23

Item 5.   Other Information.....................................  23

Item 6.   Exhibits and Reports on Form 8-K......................  23

Signatures......................................................  24


                                      3
<PAGE>

                         PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS AND EXHIBITS

The unaudited financial statements of registrant for the nine months
ended September 30, 2000, follow.  As prescribed by item 310 of Regulation
S-B, the independent auditor has reviewed these unaudited interim financial
statements of the registrant for the nine months ended September 30, 2000.
The financial statements reflect all adjustments which are, in the opinion
of management, necessary to a fair statement of the results for the interim
period presented.

                                         4
<PAGE>

                               Nutek, Inc.
                              CONSOLIDATED
                              BALANCE SHEET
                                 AS AT
                  December 31, 1999 and September 30, 2000

BALANCE SHEET

<TABLE>
<CAPTION>

ASSETS
                                     Unaudited          Audited
                                 -----------------------------------
                                 September 30,          December 31,
                                     2000               1999

<S>                             <C>               <C>
CURRENT ASSETS

Cash                            $    48,307.00    $    81,404.00
Accounts Receivable                 129,941.00         75,706.00
Marketable Securities                72,000.00              0.00
Inventory                           201,452.00         40,463.00
Prepaid Expenses                          0.00              0.00
                                 -------------      ------------
Total Current Assets                451,700.00        197,573.00

PROPERTY AND EQUIPMENT

Property and Equipment
   (net of depreciation)          3,018,687.00      1,362,600.00
                                 -------------     -------------
Total Property and Equipment      3,018,687.00      1,362,600.00

OTHER ASSETS

Patent Rights Acquired
(net of amortization)            1,204,357.00       1,259,692.00

Website                             60,872.00               0.00

Rent Deposit                         3,310.00           3,310.00
                                -------------      -------------
Total Other Assets               1,268,539.00       1,263,002.00
                               --------------     --------------

TOTAL ASSETS                   $ 4,738,926.00     $ 2,823,175.00
                               ==============     ==============

</TABLE>

         See accompanying notes to financial statements

                                     5

<PAGE>

                                Nutek, Inc.
                              CONSOLIDATED
                              BALANCE SHEET
                                  AS AT
                   December 31, 1999 and September 30, 2000

BALANCE SHEET

<TABLE>
<CAPTION>

LIABILITIES & EQUITY

                                 September 30,     December 31,
                                   2000              1999

<S>                                <C>              <C>
CURRENT LIABILITIES

Accounts Payable                  $  19,766.00      $  30,392.00
Short Term Notes Payable            482,393.00        566,641.00
Discount on Notes Payable                             (32,130.00)
                                  --------------   --------------
Total Current Liabilities           502,159.00        564,903.00

OTHER LIABILITIES

Long Term Notes Payable              57,605.00        192,000.00
Unamortized Interest Payable         13,424.00         42,224.00
Accrued Bond Interest                     0.00         28,000.00
Bonds Payable                             0.00        142,000.00
Deposits received                         0.00         15,000.00
Patent Rights Acquired Liability    670,000.00        770,000.00
Clipper Asset Purchase Liability    639,948.00              0.00
Equipment Lease                      18,547.00              0.00
                                  ------------     -------------
Total Other Liabilities           1,399,524.00      1,189,224.00
                                  ------------     -------------
Total Liabilities                 1,901,683.00      1,754,127.00

EQUITY

Common Stock, $0.001 par value,
authorized 50,000,000 shares;
common shares; issued and
outstanding at December 31, 1999,
36,328,044 common shares.
issued and outstanding at
September 30, 2000,
44,523,675 common shares              44,524.00        36,328.00

Additional Paid in Capital         7,315,178.00     5,924,415.00

Preferred Stock, $.001 par
value, authorized
5,000,000 shares
issued and outstanding at
September 30, 2000 and December 31
1999, 793,500 preferred shares           794.00           794.00

Royalty Investors                     55,000.00        55,000.00

Treasury Stock                       (45,448.00)      (45,448.00)

Retained (Deficit)                (4,532,805.00)   (4,802,041.00)

Common Stock Subscribed                    0.00      (100,000.00)
                                 --------------     -------------

Total Stockholders' Equity         2,837,243.00     1,069,048.00

TOTAL LIABILITIES &
OWNER'S EQUITY                   $ 4,738,926.00   $ 2,823,175.00
                                 ==============   ==============
</TABLE>

            See accompanying notes to financial statements

                                   6

<PAGE>

<TABLE>
<CAPTION>

STATEMENT OF OPERATIONS

                               Nutek, Inc.
                              CONSOLIDATED
                        STATEMENT OF OPERATIONS
                         FOR 3 AND 9 MONTHS ENDED
                   September 30, 1999 and September 30, 2000


                                  Unaudited                        Audited
                                  ---------                        --------
                      Three months ended   Nine months ended         Jan 1
                           September 30       September 30           1999,
                                                                   to Dec. 31
                           2000      1999      2000      1999        1999
                          -------   ------   -------    ------     ----------
<S>                       <C>       <C>        <C>       <C>       <C>

Revenues                  396,174    62,217   1,083,532   148,900    238,039

COSTS AND EXPENSES
Cost of Goods Sold         93,763     9,368    273,423    21,293     30,267
Selling, General and
  Administrative          117,408    58,959    346,996   282,567    345,790
Depreciation Expense       51,691    40,664    130,785    70,311    110,626
Interest Expense            3,460     8,089      7,078    23,082     31,467
Amortization of
   Intangibles             18,433    23,462     56,014    29,523     62,367
                        ---------   -------    -------    ------    -------

Total Costs and Expenses  284,755   140,542    814,296    426,776   580,517
                        ---------   -------    -------    ------    -------

Net Ordinary Income or
(Loss) before taxes       111,419   (78,325)   269,236   (277,876) (342,478)

Income Tax Expense         31,633      0.00     44,806       0.00      0.00

Benefit due to loss
Carryforward              (31,633)     0.00    (44,806)      0.00      0.00

Net Income or (Loss)      111,419   (78,325)   269,236   (277,876) (342,478)
                        =========   ========   =======   ========= =========

Basic weighted average
number of common
shares outstanding    41,774,159 25,731,485 41,774,159 27,435,688 30,214,222

Basic Net Loss
   Per Share                0.003    (0.003)     0.007     (0.01)     (0.01)

</TABLE>

           See accompanying notes to financial statements

                                       7
<PAGE>


                                    Nutek, Inc.
                                  CONSOLIDATED
                             STATEMENT OF CASH FLOWS
                               FOR 9 MONTHS ENDED
                        September 30, 1999 and September 30, 2000

<TABLE>
<CAPTION>

STATEMENT OF CASH FLOWS

                                       January 1, 2000    January 1, 1999
                                       to September 30,   to September 30,
                                       2000               1999

<S>                                   <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net (loss) from operations            269,236.00          (277,876.00)

Adjustments to reconcile net
income to net cash provided
Items not requiring cash                                   155,850.00

Depreciation Expense                  130,785.00            70,311.00

Amortized Interest Expense              7,078.00            23,082.00

Amortization of Intangibles            56,014.00            29,523.00

(Increase)/Decrease in
  accounts receivable                 (54,235.00)          (19,357.00)

(Increase)/Decrease in
  Marketable Securities               (72,000.00)                0.00

(Increase)/Decrease in
  inventory                          (160,989.00)           (8,677.00)

(Increase)/Decrease in Deposits             0.00                 0.00

Increase/(Decrease) in Accounts
Payable                               (10,626.00)          (33,149.00)

Net cash flow provided by operating
activities                            165,263.00           (60,293.00)

CASH FLOWS FROM INVESTING ACTIVITIES

  Purchase of Century Clock Molds           0.00            45,483.00
  Purchase of Assets Kristi & Co       40,246.00                 0.00
  Purchase of Website                  51,872.00                 0.00
  Purchase of Electrostatic Light     100,000.00            30,000.00
  Purchase of Handi Plate                   0.00            46,995.00
  Purchase of Oil Leases               85,781.00                 0.00
  Purchase of Oil Equipment           134,708.00                 0.00

Net cash used by investing
activities                           (412,607.00)         (122,478.00)

CASH FLOWS FROM FINANCING ACTIVITIES

Issuance of Capital Stock             400,760.00           466,045.00

Increase/(Decrease) in Notes
payable                              (186,513.00)         (214,174.00)

Treasury Stock                              0.00                 0.00

Net cash provided by financing
activities                            214,247.00           251,871.00
                                     -----------          -----------
Balance at beginning of
period                                 81,404.00            11,250.00
                                     -----------          -----------
Net increase (decrease) in cash       (33,097.00)           69,100.00

Balance as at end of
period                                 48,307.00            80,350.00
                                     ===========          ===========

</TABLE>

              See accompanying notes to financial statements

                                    8
<PAGE>


                                  Nutek, Inc.
                         (A Development Stage Company)

                         NOTES TO FINANCIAL STATEMENTS

                                September 30, 2000

NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

The Company was incorporated in August of 1991 (Date of Inception) under the
laws of the State of Nevada, as Nutek, Inc. (The Company) and is engaged
primarily in the oil and gas  industry.

SRC International, Inc. was incorporated 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 on leases in Texas.  The Company
remained inactive until it was acquired in June of 1996 by Nutek.

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, 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.

Kristi & Co. was incorporated on September 13, 1999, is a Nevada corporation
doing business in California marketing woman's resort wear clothing designs
and design groups was purchased by the company 01/06/2000.

Nutek Oil, Inc. was incorporated December 3, 1998, purchased selected equipment
and assets on 02/23/2000 from Clipper Operating Company and is in the oil
producing business.

NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES

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

Accounting policies and procedures have not been determined except as follows:

1.  The Company uses the accrual method of accounting.

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

3.   Basic earnings per share is computed using the weighted average number of
shares of common stock outstanding.  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.

4.   The Company has not yet adopted any policy regarding payment of dividends.
The Company has authorized 5,000,000 shares of Series B preferred stock with a
par value of $0.001 (one tenth of one cent).  All of the shares which have been
issued were issued for cash at $1.00 a share.  Series B shares have the same
voting rights as the common shares but have priority in the event of Company
liquidation.  All of the 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
a share payable quarterly.  They are convertible to common shares on a one for
one basis at the holders' option.


                                    9

<PAGE>

                              Nutek, Inc.
                     NOTES TO FINANCIAL STATEMENTS

5.   The Company experienced losses during the past two fiscal tax years
reported.  The Company will review its need for a provision for federal income
tax after each operating quarter.  The Company has adopted FASB 109.  The
Company's marginal tax rate is 15%.  Its effective tax rate is zero.  It has
net operating losses of $4,532,805.00.  These losses begin to expire in 2004.
The estimated tax benefit of these losses is $643,868.00.  The Company had a
profit of $111,419.00 for the third quarter of 2000 with a marginal tax rate
of 34%, the company would have a tax expense of $31,633.00 reduced by
deferred tax benefits related to net operating loss carryforwards of $31,633.00.
The company's effective tax rate is 0%

6.   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.

7.   The cost of equipment is depreciated over the estimated useful life of the
equipment utilizing the straight line method of deprecation.  Depreciation
recorded during 1998 was 116,837.00.  Depreciation recorded during 1999 was
$110,626.00.  Depreciation recorded during the first nine months of 2000 was
$130,785.00.

8.   The Company has adopted December 31 as its fiscal year end.

9.   The Company expenses its research and development in the period it's
incurred.

10.   All non cash exchanges of stock for services rendered or other purposes
were recorded at the market value of  the stock exchanged.

11.   The Company's Statement of Cash Flows is reported utilizing cash
(currency on hand and demand deposits) and cash equivalents (short-term, highly
liquid investments with a maturity of less than 90 days).

<TABLE>
<CAPTION>

                   Schedule of non cash financing activities

                                              As at
                                          September 30 2000      1999
                                          -----------------      ----
<S>                                         <C>              <C>
Common stock issued for investments
     in other companies                     $   50,000.00    $   25,000.00
Common stock issued for patents                      0.00       180,000.00
Common stock issued for clock molds                  0.00       157,800.00
Common stock issued cancel trade payables            0.00       129,232.00
Common stock issued for oil well equipment           0.00        21,000.00
Common Stock issued for Clipper assets         639,948.00             0.00
Common stock issued in exchange for services    57,275.00       195,324.00
Common stock issued to cancel Notes Payable    290,000.00             0.00
Notes issued for purchase of patent                  0.00       770,000.00
                                            -------------    -------------
Total                                       $1,037,223.00    $1,478,356.00

</TABLE>

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 $639,948.00 a note for $639,948.00 was issued for the balance of
the purchase price.

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 at the
current market price of $0.20, and a note for $50,000.00 with annual
interest of 7% was issued for the balance of the purchase price, payable
within 18 months.


                                        10

<PAGE>


                                    Nutek, Inc.
                            NOTES TO FINANCIAL STATEMENTS

12.   The Company has adopted SOP 98-5.  Start-up costs and reorganization
costs were expensed when SOP 98-5 was adopted.

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

14.   Identifiable intangibles including patents are amortized over five years.
The amount of amortization recorded in 1998 was $10,175.  The amount of
amortization recorded in 1999 was $62,367.00. Amortization recorded for the
first nine months of 2000 was $56,014.00.

15.   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.

16.   The Company has adopted FASB 121.  Management determined that as the
major intangible asset, the electric light switch, was purchased late in 1999
there had not be a significant reduction in the usefulness of the asset at
December 31, 1999.

17.   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.

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

NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment consists of manufacturing equipment, oil leases and
equipment, office equipment, furniture and fixtures and molds.

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

On September 30, 2000 the Company had Property and Equipment of $3,018,687
compared to $1,362,600 on December 31, 1999, or an increase of $1,656,087 which
is a result of the acquisition of the Clipper Operating Companies selected
assets and oil leases for $1,279,896 made up of (mineral acreage for $454,959;
equipment at market value $788,217; and gas pipeline at market value $36,720),
the purchase of Kristi and Co, Inc for $100,000, the purchase of additional
oil field equipment and leases for $347,766 and the purchase of additional
office equipment and furniture for $38,964 and additional manufacturing
equipment for $20,246 less depreciation for the nine month period of $130,785.

<TABLE>
<CAPTION>

                           Estimated Useful Life
                           ---------------------

                                     September 2000   December 1999

<S>                           <C>             <C>              <C>     <C>
Manufacturing Equipment       $  578,886.00   $  336,723.00     5-7    Years
Drilling Equipment - Vaculift $  219,937.00   $  234,000.00     6-7    Years
Office Equipment              $  128,506.00   $  106,325.00     6-8    Years
Clipper Assets                $1,428,707.00   $        0.00     6-8    Years
Furniture & Fixtures          $   57,344.00   $   47,446.00     7-12   Years
Super Glide Molds             $  243,581.00   $  255,003.00     10-15  Years
Handi Plate Molds             $  135,577.00   $  142,341.00     10-15  Years
Clock Molds                   $  226,149.00   $  240,762.00     10-15  Years
                              -------------   -------------
                              $3,018,687.00   $1,362,600.00

</TABLE>

                                       11
<PAGE>

                                    Nutek, Inc.
                           NOTES TO FINANCIAL STATEMENTS

NOTE 4 - OTHER ASSETS

Other assets consists of patents, 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.

<TABLE>
<CAPTION>

                                September 2000    December 1999

<S>                             <C>               <C>
Electrostatic light switch      $  952,434.00     $  987,890.00
Dowel Maker                     $    9,072.00     $    9,789.00
Handi Plate Patent              $  242,851.00     $  262,013.00
Website Development             $   60,872.00     $        0.00
Rent Deposit                    $    3,310.00     $    3,310.00
                                -------------     -------------
                                $1,268,539.00     $1,263,002.00

</TABLE>

NOTE 5 - LONG-TERM DEBT

Long-term debt consists of the following:

Note payable to John L Rainaldi,
a stockholder, 15% per annum                    $57,605.00
payments based upon the terms
of the related loan agreements, secured by     ------------
stockholders of the Company.                    $57,605.00

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.

            Short Term Notes Payable        $482,393.00

Principal payments over the next five years approximate the following:
Year ending December 31,


<TABLE>
<CAPTION>

<S>               <C>
2000              $147,365
2001                55,236
2002                16,718
2003                18,332
2004                 3,137
Thereafter          21,212
                  --------
                 $ 262,000
                 ---------

</TABLE>

                                       12

<PAGE>

                                    Nutek, Inc.
                           NOTES TO FINANCIAL STATEMENTS


NOTE 6 - INCOME TAXES

Nutek, Inc. and its business segments available net operating loss carry
forwards to offset future federal taxable income of approximately $4,532,805.00.
The carry forwards expire through 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,
1999.  The Company has adopted the Statement of Financial Accounting Standards
No. 109 - "Accounting for Income Taxes."

      Deferred tax asset
          Net operating loss carry forwards      $ 4,532,805.00
          Valuation allowance                     (4,532,805.00)
                                                 ---------------
                   Net deferred tax asset                   -0-

NOTE 7 - CONTINGENCIES AND COMMITMENTS

1.  Office Lease

The Company leases office space in California on a month-to-month basis with
aggregate monthly rent of approximately $2,856.00.  Rent recorded during 1998
and 1999 respectfully was $22,643.50 and $21,218.25.

2.  Handi-Plate royalty

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

3.  Clock royalty

As part of the acquisition of Century Clocks SA clock molds, a 7.5% royalty
interest was given.  The royalty owners advanced $55,000.00 to Nutek, Inc.
Murray Conradie has the option of converting the loan which he made to Nutek,
Inc. in the amount of $57,000.00 to a royalty interest and becoming a
participant in the 7.5% royalty interest.

4.  Subscriptions receivable

The Company has received common stock subscriptions in the amount of
$100,000.00.  The Company reported this as part of shareholder's equity.  The
Company received the payment for the subscriptions in the first quarter 2000.

NOTE 8 - ACQUISITIONS

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

On September 30, 2000 the Company had Property and Equipment of $3,018,687
compared to $1,362,600 on December 31, 1999, or an increase of $1,656,087 which
is a result of  the acquisition of the Clipper Operating Companies selected
assets for $1,279,896 made up of  (mineral acreage for $454,959; equipment at
market value $788,217; and gas pipeline at market value $36,720), the purchase
of Kristi and Co, Inc for $100,000, the purchase of additional oil field
equipment and leases for $347,766 and the purchase of additional office
equipment and furniture for $38,964 and additional manufacturing equipment for
$20,246 less depreciation for the nine month period of $130,785.

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 $150,000.00 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.  As at December 31, 1999, the Company still owes
$770,000.00 as only a portion of the $150,000.00 was paid. As of September 30,
2000 the balance is $670,000.00.


                                       13

<PAGE>

                                    Nutek, Inc.
                           NOTES TO FINANCIAL STATEMENTS


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 $639,948.00 a note for $639,948.00 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.

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, 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.

Elite Fitness was acquired 04/07/1999 for 125,000 shares of the Company's stock
in exchange for the outstanding common stock of Elite Fitness.  The business
combination has been accounted for under the pooling of interest method.  Elite
Fitness Systems Inc. markets a proven fitness system that has kept the world's
finest fighting force in supreme physical condition.

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.

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,
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 Current
sales and cash flows of Kristi and Co.'s line indicate that the valuation was
accurate.

                                  14


                               Nutek, Inc.
                     NOTES TO FINANCIAL STATEMENTS

NOTE 9 - RELATED PARTY TRANSACTIONS

As of December 31, 1999, Murray Conradie, President of Nutek, Inc., has loaned
the Company $57,000.00 as a result of his brokering the purchase of clock molds
from South Africa.  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 of
the Company's common stock valued at $126,000.00, December 30, 1999 the day
the stock was authorized and recorded in the Company's minutes.

Kristi Hough, vice president, received 250,000 shares of Nutek Inc's common
restricted stock and a note payable in the amount of $50,000.00 for the
outstanding stock of Kristi and Co., Inc.


NOTE 10 - 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.

The Company previously reported as a Development Stage Company, however the
Company has for the first three quarters of the year 2000 generated significant
revenues from its planned principal operations and is no longer considered a
Development Stage Company.  Management believes that current operations will
continue to provide sufficient profits to meet operating costs and expansion.


NOTE 11 - YEAR 2000 ISSUE

The Company experienced no disruption in business to customers or vendors or
had a material adverse effect on the company's business, financial condition
or results of operations related to the year 2000.


NOTE 12. - 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.  This case goes to trial in September of 2000.  This case was
successfully  resolved by Nutek 11/2000 before going to trial.


NOTE 13 - SUBSEQUENT EVENTS

On July 19, 2000, the Company sold its website BuyNetPlaza.com and the names
BuyNetAuctions.com and BuyNetB2B.com to Bentley Communications for 100,000
shares of Bentley Restricted Stock.


                                        15
<PAGE>

                                 Nutek, Inc.
                         NOTES TO FINANCIAL STATEMENTS


NOTE 14 - SEGMENT INFORMATION

The Company has adopted FASB 131.  The adoption of FASB 131 did not affect
results of the companies 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 Elite Fitness, Electrostatic light switch and Century Clocks.
During 1999, the Company's oil and gas exploration production was immaterial
and is excluded from the discussion below.

<TABLE>
<CAPTION>

                            Elite        Century    Switch
                            Fitness      Clocks     Plate          Total
                          -----------------------------------------------
<S>                       <C>           <C>         <C>            <C>
Operations Summary
Revenues                  191,653.00         0.00           0.00   191,653.00
Operating Costs
Cash Operating Costs       56,114.00         0.00           0.00    56,114.00
Depreciation
   and Amortization             0.00    29,727.00      58,333.33    88,060.33
Operating Income
   or (Loss)              135,539.00   (29,727.00)    (58,333.33)   47,478.67

Identifiable net property and equipment:

Equipment                              257,800.00
Patents, Designs & Logo    14,024.00                1,000,000.00
                          ---------------------------------------------------
Total                      14,024.00   257,800.00   1,000,000.00

15.  SHAREHOLDER'S EQUITY

The Company had a reduction in shareholder's equity from its original 10-SB
filing due to certain changes as follows:

  Shareholder's equity before adjustments                          $1,334,715

  Revaluing the clock molds based on market price at day
  of transaction                                                     (260,717)
  Increase in Interest expense                                        (31,467)
  Increase in General and Administrative for shares authorized
  in December for 1999 expenses with the stock issued in January
  2000 and valued at date of authorization                            (39,292)
  Decrease in depreciation as result of revaluation of clock molds     25,080
  Elite Fitness 125,000 shares of common stock issued for purchase
  issued at $.04 revalued at market price of $.20 for a difference of  20,000
  Oil well equipment purchased for 161,538 shares of common stock
  at $.001 to $.01 revalued at market price of an average per share
  price of $.13  for a difference of                                   20,729

  Shareholder's equity after adjustments                           $1,069,048

                                      16
<PAGE>


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS

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.

The Company is engaged in multiple business activities, which include but
are not limited to:

a) Elite Fitness Systems which markets video "fitness program" tapes
   through infomercials;
b) Internet marketing;
c) Century Clocks, which produces plastic wall clocks;
d) Vac-U-Lift Production, which owns the rights to oil leases in Texas;
e) Kristi & Co. Inc., designs and markets woman's resort wear clothing.
f) Nutek Oil Inc., was incorporated in the State of Texas and acquired
   some of the assets of Clipper Operating Company and is involved in oil
   production.
g) Other consumer/industrial products which include: a plastic buffet
   plate, producing "light switch" covers plates; and, plastic coverings for
   metal rails,.

The Company's website can be found at: www.nutk.com.

The Company has achieved $111,419 profit for the Quarter ended, September 30,
2000, based on revenues of $396,174.  As of September 30, 2000, the Company had
an accumulated retained deficit of $4,532,805.  The Company expects that its
operating expenses will increase significantly during the next several months,
especially in the areas of sales and marketing, and brand promotion.  Thus, the
Company will need to generate increased revenues to maintain profitability.  To
the extent that increases in its operating expenses precede or are not
subsequently followed by commensurate increases in revenues, or that the
Company is unable to adjust operating expense levels accordingly, the Company's
business, results of operations and financial condition would be materially and
adversely affected.  There can be no assurances that the Company can sustain
profitability.

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.

                                      17
<PAGE>

The Company's consolidated financial statements have been prepared on the
assumption the Company will continue as a going concern.  The Company
previously reported as a Development Stage Company, however the company has
for the first three quarters of the year 2000 generated significant revenues
from its planned principal operations and is no longer considered a Development
Stage Company. Management believes that current operations will continue to
provide sufficient profits to meet operating costs and expansion.

As prescribed by item 310 of Regulation S-B, the independent auditor has
reviewed these un-audited interim financial statements of the registrant for
the nine months ended September 30, 2000. The financial statements reflect
all adjustments which are, in the opinion of management, necessary to a fair
statement of the results for the interim period presented.

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.

The Company has not pursued or explored any opportunities for an acquisition
or merger. This does not preclude that the Company may not explore any
opportunities in the future.

Results of Operations
---------------------

For the Third Quarter, ended September 30, 2000, the Company has generated
$396,174 in revenues and generated a profit of $111,419 for the same period.
This compares to $62,217 in revenues and a net loss of $78,325 for the same
period last year.  Through January 1, 2000 to September 30, 2000, the Company
has increased its working capital position by $316,871 from negative $367,330
at December 31, 1999 to a negative $50,459.

Analysis of the three and nine months ended September 30, 1999 compared to
September 30, 2000

For the three and nine months ended September 30, 2000, revenues were
approximately $396,174 and $1,083,532, an increase of $333,957 and $934,632
respectively from the same periods in 1999. The increase was due to the
following; the acquisition of the Clipper oil leases 02/23/200 which are
currently producing oil; 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.

Gross profit was $302,411 and $810,109 for three and nine months ended
September 30, 2000, an increase of $249,562 and $682,502 over the same periods
prior year. The increase was due to the increase in revenues derived from the
following : the acquisition of the Clipper oil leases 02/23/200 which are
currently producing oil; 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.

SG&A expense increased to $117,408 from $58,959 for the three months period
ended September 30, 2000 and increased to $346,996 from $282,567 for the nine
months period ended September 30, 2000. The increase in SG&A was due to the
following: 1) the acquisition of the Clipper oil leases and assets 02/23/200;
the acquisition of Kristi and Co., Inc 01/06/2000 and 2) increased expenditures
for legal fees in the lawsuits discussed in the litigation section, and 3) fees
associated with meeting the requirements of Nutek becoming a fully reporting
company, which include legal, accounting and edgarising fees.


                                      18
<PAGE>

Depreciation expense for the three and nine month period ended September 30,
2000 was $51,691 compared to $40,664 for the comparable three month period
prior year and $130,785 compared to $70,311 for the comparable nine month
period prior year. The increase resulted from; 1) the acquisition of the
Clipper oil assets and leases 02/23/200; 2) the increase in production
equipment in Nutek Oil; 3) the increase in manufacturing equipment; and
4) the increase in office equipment

Interest expense for operations for the three and nine month period ended
September 30, 2000 was $3,460 compared to $8,089 for the comparable three
month period prior year and $7,078 compared to $23,082 for the comparable
nine month period prior year. The decrease resulted from conversion of
significant amount of notes into common stock during first and second quarters
of 1999.

As of September 30, 2000, the Company has forty four million five hundred
twenty-three thousand six hundred seventy-five (44,523,675) shares of its
$0.001 par value common voting stock issued and outstanding which are held by
approximately four hundred thirty-seven (437) shareholders of record.  The
Company also has seven hundred ninety-three thousand five hundred (793,500)
shares of its $0.001 par value Preferred Stock issued and outstanding, as of
December 31, 1999. All Preferred shares which have been issued were issued for
cash at $1.00 a share.  Series B Preferred shares have the same voting rights
as the common shares but have priority in the event of Company liquidation.
All of the 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 a share
payable quarterly.  They are convertible to common shares on a one for one
basis at the holders' option.

Liquidity and Capital Resources
-------------------------------

In December, 1999, a stock offering was made in reliance upon an exemption from
registration provisions 4(2) of the Securities Act of 1933, as amended,
pursuant to Regulation D, Rule 504 of the Act.  The Company raised one hundred
thousand ($100,000) dollars through this Offering purchased by one individual.
The Company received the proceeds from this Offering in January, 2000.  ("See
Financial Statements, Statement of Changes in Shareholders' Equity,
Subscription Receivable.")

On September 30, 2000 the Company had assets of $4,738,926 compared to
$2,823,175 on December 31, 1999, or an increase of $1,915,751 which is a
result of the acquisition of the Clipper Operating Companies selected assets,
the purchase of Kristi and Co, Inc, the purchase of additional oil field
equipment and leases, the development of the new website, the increase in
accounts receivable and inventory and the purchase of additional office
equipment and furniture.  The Company had a total stockholders' equity of
$2,837,243 on September 30, 2000 compared to $1,069,048 on December 31, 1999,
an increase in the equity of $1,768,195 which is also a result of the
acquisition of the Clipper Operating Companies selected assets, the purchase
of Kristi and Co, Inc, the purchase of additional oil field equipment and
leases, the development of the new website, the increase in accounts
receivable and inventory and the purchase of additional office equipment
and furniture.

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

On September 30, 2000 the Company had Property and Equipment of $3,018,687
compared to $1,362,600 on December 31, 1999, or an increase of $1,656,087
which is a result of  the acquisition of the Clipper Operating Companies
selected assets for $1,279,896 made up of  (mineral acreage for $454,959;
equipment at market value $788,217; and gas pipeline at market value $36,720),
the purchase of Kristi and Co, Inc for $100,000, the purchase of additional
oil field equipment and leases for $347,766 and the purchase of additional
office equipment and furniture for $38,964 and additional manufacturing
equipment for $20,246 less depreciation for the nine month period of $130,785.



                                      19
<PAGE>

As of September 30, 2000 the Company's working capital position increased
$316,871 from a negative $367,330 at December 31, 1999 to a negative $50,459.
The $316,871 increase was attributable to the following: 1) the increase in
inventory of $160,989, 2) an increase in accounts receivable of $54,235, and 3)
a decrease in cash of $33,097, 4) a decrease in accounts payable of $10,626, 5)
a decrease in short term notes of $52,118 and 6)  an increase of marketable
securities of $72,000 accounts for the remaining increase in working capital.

Between April, 1999 through October, 1999, the Company sold 2,040,000 Shares
of unregistered common stock in exchange for Clock Molds, Patent # 5833350,
and certain "rights" to videos.  These issuances were deemed exempt from
registration under the Securities Act in reliance on either (a) Section 4(2)
of the Securities Act, as transaction not involving a public offering, or
(b) Rule 701 promulgated under the Securities Act.  No commissions were paid
to any placement agent or underwriter for any of these issuances.

Selected 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 assets included the following : 1) Purchase of all
mineral acreage at a price of one hundred dollars ($100) per acre, total price
was four hundred fifty four thousand nine hundred fifty nine dollars ($454,959).
2) Purchase of all equipment at market value, total price seven hundred eighty
eight thousand two hundred seventeen and no/100 dollars ($788,217), and
3) Purchase of pipeline at market value, total price thirty six thousand seven
hundred twenty and no/100 dollars ($36,720).

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.  $20,000 was paid in the first quarter towards the
note payable.

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.,
which 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.


                                      20
<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 a
dverse 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.

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.  The Company
previously reported as a Development Stage Company, however the company has
for the first three quarters of the year 2000 generated significant revenues
from its planned principal operations and is no longer considered a
Development Stage Company. Management believes that current operations will
continue to provide sufficient profits to meet operating costs and
expansion.

If the Company needs to raise additional funds in order to fund expansion,
develop new or enhanced services or products, respond to competitive pressures
or acquire complementary products, businesses or technologies, any additional
funds raised through the issuance of equity or convertible debt securities,
the percentage ownership of the stockholders of the Company will be reduced,
stockholders may experience additional dilution and such securities may have
rights, preferences or privileges senior to those of the Company's Common
Stock.   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 the Company may be able to take
advantage of acquisition opportunities, develop or enhance services or
products or respond to competitive pressures.


                                      21
<PAGE>


The Company currently has fourteen (14) employees of which three (3) are
Officers of the Company.  As the Company begins to develop its other product
lines it will need to add employees.

The Company has no material commitments for capital expenditures nor does it
foresee the need for such expenditures over the next year.

Forward-Looking Statements
--------------------------

This Form 10-QSB includes "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.  All statements, other than
statements of historical facts, included or incorporated by reference in this
Form 10-QSB which address activities, events or developments which the Company
expects or anticipates will or may occur in the future, including such things as
future capital expenditures (including the amount and nature thereof), finding
suitable merger or acquisition candidates, expansion and growth of the Company's
business and operations, and other such matters are forward-looking statements.
These statements are based on certain assumptions and analyses made by the
Company in light of its experience and its perception of historical trends,
current conditions and expected future developments as well as other factors it
believes are appropriate in the circumstances.  However, whether actual results
or developments will conform with the Company's expectations and predictions is
subject to a number of risks and uncertainties, general economic  market and
business conditions;  the business  opportunities (or lack thereof) that may be
presented to and pursued by the  Company;  changes in laws or  regulation;  and
other factors, most of which are beyond the control of the Company.

This Form10-QSB contains statements that constitute "forward-looking
statements." These forward-looking statements can be identified by the use of
predictive, future-tense or forward-looking terminology, such as "believes,"
"anticipates," "expects," "estimates," "plans," "may," "will," or similar
terms. These statements appear in a number of places in this Registration and
include statements regarding the intent, belief or current expectations of
the Company, its directors or its officers with respect to, among other
things: (i) trends affecting the Company's financial condition or results of
operations for its limited history; (ii) the Company's business and growth
strategies; (iii) the Internet and Internet commerce; and, (iv) the Company's
financing plans.  Investors are cautioned that any such forward-looking
statements are not guarantees of future performance and involve significant
risks and uncertainties, and that actual results may differ materially from
those projected in the forward-looking statements as a result of various
factors.  Factors that could adversely affect actual results and performance
include, among others, the Company's limited operating history, dependence
on continued growth in the use of the Internet, the Company's inexperience
with the Internet, potential fluctuations in quarterly operating results and
expenses, security risks of transmitting information over the Internet,
government regulation, technological change and competition.

Consequently, all of the forward-looking statements made in this Form 10-QSB
are qualified by these cautionary  statements and there can be no assurance
that the actual results or  developments  anticipated by the Company will be
realized or, even if substantially realized, that they will have the expected
consequence to or effects on the Company or its business or operations.  The
Company assumes no obligations to update any such forward-looking statements.


                                       22
<PAGE>


                           PART II OTHER INFORMATION

ITEM 1.  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 is currently in litigation with two separate lawsuits. They
are:

A former employee at Vac-u-lift, herein referred to as the Plaintiff,
slipped and fell on wet grass outside the offices, in Jourdanton, TX, and
subsequently alleged that she twisted her knee.  She filed a complaint against
the company for various health conditions, and $500,000.  Their 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 has initiated a restricted appeal to have the ruling reversed.
The second suit was answered, in July, 1999, and since it is tied to the
first suit, nothing has happened since.  The Company plans to concurrently
file a counter suit for $150,000 in damages.  The company successfully
overturned this judgment.

The other case pending in the court system involves an individual who
represented himself to the company to be an attorney.  It was later
discovered that this individual misrepresented himself and was not an
attorney.  This individual offered to find purchasers of the Company's common
stock, in order to enhance the capitalization for the Company, so that it
could pursue other projects.  The Company issued the transfer company, which
is controlled by this individual 1,000,000 shares of common stock to sell
for the Company in order to enable this individual to raise money for the
company.  No sales took place, nor was any of these shares sold for NUTK.  The
individual in question, has refused to return these common shares to the
Company.  The company has initiated a lawsuit to recover the stock, and under
court Jurisdiction, this block of stock was interpleaded with the Court.  The
Company is scheduled to go to trial in September 2000.  This case has also
successfully been resolved by Nutek before going to trial.

ITEM 2.  Changes in Securities and Use of Proceeds

None.

ITEM 3.  Defaults upon Senior Securities

None.

ITEM 4.  Submission of Matters to a Vote of Security Holders

During the quarter ended September 30, 2000, no matters were submitted to the
Company's security holders.

ITEM 5.  Other Information

See Exhibit 99.1 for the pro forma financial statements based on historical
financial statements of Nutek, Inc., Elite Fitness, Inc. and Kristi and Co,
Inc. adjusted to give effect to the combination resulting from the asset
purchase agreement of Elite Fitness, Inc. in April of 1999 and Kristi and Co.,
Inc. in March of 2000.

ITEM 6.  Exhibits and Reports on Form 8-K

None.

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<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.
                                            ------------
                                            (Registrant)

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

Date: December 1, 2000

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

Nutek, Inc.

/s/  Pamela Horick
-----------------------------------
Pamela Horick, Corporate Secretary
Date:  December 1, 2000


                                        24


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