<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 March 31, 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 40,964,159 shares of Common stock issued and outstanding,
par value $.001 per share as of March 31, 2000.  The Registrant has 793,500
Preferred Stock issued and outstanding as of March 31, 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........................  9-15

Item 2.  Management's Discussion and Analysis of Plan
           of Operation........................................   16


PART II. OTHER INFORMATION

Item 1.   Legal Proceedings....................................   20

Item 2.   Changes in Securities and Use of Proceeds............   20

Item 3.   Defaults upon Senior Securities......................   20

Item 4.   Submission of Matters to a Vote
           of Security Holders.................................   20

Item 5.   Other Information.....................................  20

Item 6.   Exhibits and Reports on Form 8-K......................  20

Signatures......................................................  21


                                      3
<PAGE>

                     PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS AND EXHIBITS

The unaudited financial statements of registrant for the three months ended
March 31, 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 three months ended March 31, 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 March 31, 2000

<TABLE>
<CAPTION>

ASSETS

                                  March 31,           December 31,
                                  2000                1999
                                  ---------           ------------
<S>                            <C>                  <C>
CURRENT ASSETS

Cash                           $   76,384.00        $   81,404.00
Accounts Receivable                98,036.00            75,706.00
Inventory                         124,096.00            40,463.00
Prepaid Expenses                        0.00                 0.00
                               -------------        -------------
Total Current Assets              298,516.00           197,573.00


PROPERTY AND EQUIPMENT

Property and Equipment
(net of depreciation)           2,875,971.00         1,362,600.00
                               -------------        -------------
Total Property and Equipment    2,875,971.00         1,362,600.00

OTHER ASSETS

Patent Rights Acquired
(net of amortization)           1,240,934.00         1,259,692.00

Website                            12,000.00                 0.00

Rent Deposit                        3,310.00             3,310.00
                               -------------        -------------

Total Other Assets              1,256,244.00         1,263,002.00
                               -------------        -------------

TOTAL ASSETS                   $4,430,731.00        $2,823,175.00
                               =============        =============

</TABLE>

         See accompanying notes to financial statements

                                 5

<PAGE>



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

<TABLE>
<CAPTION>

LIABILITIES & EQUITY

                                 March 31,        December 31,
                                 2000             1999
                                 ------------     -----------
<S>                             <C>              <C>
CURRENT LIABILITIES

Accounts Payable                $   27,388.00    $   30,392.00
Short Term Notes Payable           439,206.00       566,641.00
Discount on notes Payable                           (32,130.00)
                                -------------    -------------
Total Current Liabilities          466,594.00       564,903.00

OTHER LIABILITIES

Long Term Notes Payable             73,205.00       192,000.00
Unamortized Interest Payable        13,424.00        42,224.00
Accrued Bond Interest               28,000.00        28,000.00
Bonds Payable                      142,000.00       142,000.00
Deposits received                        0.00        15,000.00
Patent Rights Acquired Liability   730,000.00       770,000.00
Clipper Asset Purchase Liability   639,948.00             0.00
                                  ------------    ------------
Total Other Liabilities          1,626,577.00     1,189,224.00
                                 -------------    ------------
Total Liabilities                2,093,171.00     1,754,127.00

EQUITY

Common Stock, $0.001 par value,
authorized 50,000,000 shares;      40,964.00         36,328.00
issued and outstanding at
March 31, 2000, 40,964,159
common shares; issued and
outstanding at December 31, 1999,
36,328,044 common shares.

Additional Paid in Capital        7,048,092.00    5,924,415.00

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

Royalty Investors                     55,000.00      55,000.00

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

Retained (Deficit)                (4,761,842.00) (4,802,041.00)

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

Total Stockholders' Equity         2,337,560.00   1,069,048.00

TOTAL LIABILITIES &
OWNER'S EQUITY                    $4,430,731.00  $2,823,175.00
                                  =============  ==============
</TABLE>

            See accompanying notes to financial statements

                                   6

<PAGE>


                               Nutek, Inc.
                              CONSOLIDATED
                        STATEMENT OF OPERATIONS
                            FOR 3 MONTHS ENDED
                   March 31, 1999 and March 31, 2000


<TABLE>
<CAPTION>

STATEMENT OF OPERATIONS


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

REVENUES                     198,048.00        0.00    238,039.00

COSTS AND EXPENSES
Cost of Goods Sold            33,280.00        0.00     30,267.00
Selling, General and
  Administrative              75,976.00  113,466.00    345,790.00
Depreciation Expense          29,614.00    6,668.00    110,626.00
Interest Expense                 158.00    7,200.00     31,467.00
Amortization of Intangibles   18,821.00    1,369.00     62,367.00
                             ----------  ----------   -----------

Total Costs and Expenses     157,849.00  128,703.00    580,517.00
                             ----------  ----------   -----------

Net Ordinary Income or
(Loss) before income taxes    40,199.00 (128,703.00)  (342,478.00)

Income Tax Expense            11,413.00        0.00          0.00

Benefit due to loss
Carryforward                 (11,413.00)       0.00          0.00

Net Income or (Loss)          40,199.00 (128,703.00)  (342,478.00)
                              ========== ============  ============

Basic weighted average
number of common
shares outstanding          36,758,236    24,314,320   30,214,222

Basic Net Loss Per Share        0.001        (0.005)        (0.01)

</TABLE>

           See accompanying notes to financial statements

                                   7

<PAGE>


                           Nutek, Inc.
                          CONSOLIDATED
                      STATEMENT OF CASH FLOWS
                         FOR 3 MONTHS ENDED
                March 31, 1999 and March 31, 2000

<TABLE>
<CAPTION>

STATEMENT OF CASH FLOWS

                                       January 1, 2000    January 1, 1999
                                       to March 31,       to March 31
                                       2000               1999
                                       ---------------    ---------------
<S>                                   <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net (loss) from operations             40,199.00           (128,703.00)

Adjustments to reconcile net
income to net cash provided
Items not requiring cash

Services Received for stock                 0.00             79,350.00

Depreciation Expense                   29,614.00              6,668.00

Amortized Interest Expense                158.00              7,200.00

Amortization of Intangibles            18,821.00              1,369.00

(Increase)/Decrease in
  accounts receivable                 (22,330.00)           (14,250.00)

(Increase)/Decrease in
  inventory                           (83,633.00)                 0.00

(Increase)/Decrease in Deposits             0.00                  0.00

Increase/(Decrease) in Accounts
Payable                                (3,004.00)               474.00

Net cash flow provided by operating
activities                            (20,175.00)           (47,892.00)

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of Century Clock Molds           0.00                  0.00
  Purchase Kristi & Co                 29,812.00                  0.00
  Purchase of Website                  12,000.00                  0.00
  Purchase of Electrostatic Light      40,000.00                  0.00
  Purchase of Handi Plate Patent            0.00             46,995.00

Net cash used by investing
activities                            (81,812.00)           (46,995.00)

CASH FLOWS FROM FINANCING ACTIVITIES

Issuance of Capital Stock             311,067.00             94,496.00

Increase/(Decrease) in Notes
payable                              (214,100.00)            (8,700.00)

Treasury Stock                              0.00                  0.00

Net cash provided by financing
activities                             96,967.00             85,796.00
                                       ---------             ---------
Balance at beginning of
period                                 81,404.00             11,250.00
                                       ---------             ---------
Net increase (decrease) in cash        (5,020.00)            (9,091.00)

Balance as at end of
period                                 76,384.00              2,159.00
                                       =========             =========
</TABLE>

              See accompanying notes to financial statements

                                    8
<PAGE>


                                  Nutek, Inc.
                         (A Development Stage Company)

                         NOTES TO FINANCIAL STATEMENTS

                                March 31, 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 women'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 $4,761,842.00.  These losses begin to expire in 2004.
The estimated tax benefit of these losses is $708,894.00.  The Company had a
profit of $40,199.00 for the first quarter of 2000 with a marginal tax rate of
34%, the company would have tax expenses of $11,412.00 reduced by deferred tax
benefits related to net operating loss carryforwards of $11,412.00.  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 three months of 2000 was
$29,614.00.

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
                                           March 31 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       0.00       195,324.00
Common stock issued to cancel Notes Payable  120,000.00             0.00
Notes issued for purchase of patent                0.00       770,000.00
                                            -----------    -------------
Total                                       $809,948.00    $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, Inc. 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.

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.



                                       10

<PAGE>
                                    Nutek, Inc.
                            NOTES TO FINANCIAL STATEMENTS


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 three months of 2000 was $18,821.00.

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.

<TABLE>
<CAPTION>

                      Estimated Useful Life
                      ---------------------
                                  March 2000    December 1999
                                  ----------    -------------
<S>                           <C>             <C>               <C>    <C>

Manufacturing Equipment       $  498,924.00   $  336,723.00     5-7    Years
Drilling Equipment - Vaculift $  229,201.00   $  234,000.00     6-7    Years
Office Equipment              $  128,922.00   $  106,325.00     6-8    Years
Clipper Assets                $1,342,548.00   $        0.00     6-8    Years
Furniture & Fixtures          $   48,930.00   $   47,446.00     7-12   Years
Super Glide Molds             $  251,110.00   $  255,003.00     10-15  Years
Handi Plate Molds             $  140,560.00   $  142,341.00     10-15  Years
Clock Molds                   $  235,776.00   $  240,762.00     10-15  Years
                              -------------   -------------
                              $2,875,971.00   $1,362,600.00

</TABLE>


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>

                                  March 2000      December 1999
<S>                             <C>               <C>
Electrostatic light switch      $  975,927.00     $  987,890.00
Dowel Maker                     $    9,544.00     $    9,789.00
Handi Plate Patent              $  255,463.00     $  262,013.00
Website Development             $   12,000.00     $        0.00
Rent Deposit                    $    3,310.00     $    3,310.00
                                -------------     -------------
                                $1,256,244.00     $1,263,002.00

</TABLE>

                                         11


<PAGE>
                                    Nutek, Inc.
                           NOTES TO FINANCIAL STATEMENTS


NOTE 5 - LONG-TERM DEBT

Long-term debt consists of the following:

Note payable to John L Rainaldi,
a stockholder, 15% per annum                    $72,305.00
payments based upon the terms
of the related loan agreements, secured by     ------------
stockholders of the Company.                     72,305.00

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        $439,206.00

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>

NOTE 6 - INCOME TAXES

Nutek, Inc. and its business segments available net operating loss carry
forwards to offset future federal taxable income of approximately $4,761,842.
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      $ 4,761,842.00
          Valuation allowance                     (4,761,842.00)
                                                 --------------
                   Net deferred tax asset                -0-


                                       12

<PAGE>
                                  Nutek, Inc.
                          NOTES TO FINANCIAL STATEMENT


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

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 March 31, 2000
the balance is $730,000.00.

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.

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.

                                  13
<PAGE>

                               Nutek, Inc.
                     NOTES TO FINANCIAL STATEMENTS (Continued)

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.  Since these customer lists,
designs and patterns had previously generated revenues of approximately
$1,500,000 for a company in a similar line of business.  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.

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.


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.

                                        14
<PAGE>

                                 Nutek, Inc.
                         NOTES TO FINANCIAL STATEMENTS

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.

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


                                 15
<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.

                                       16
<PAGE>


The Company has achieved  $40,199 profit for the Quarter ended March 31, 2000,
based on revenues of $198,048  As of March 31, 2000, the Company had an
accumulated retained deficit of $4,761,842.  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 or that the Company's operating losses will not increase in the
future.

Going Concern - The Company accumulated a retained deficit of $4,761,842.  For
period ended March 31, 2000 had a profit of $40,199 for First Quarter.  The
financial statements have been prepared assuming the Company will continue to
operate as a going concern which contemplates the realization of assets and the
settlement of liabilities in the normal course of business.  No adjustment has
been made to the recorded amount of assets or the recorded amount or
classification of liabilities which would be required if the Company were
unable to continue its operations.

As prescribed by item 310 of Regulation S-B, the independent auditor has
reviewed these unaudited interim financial statements of the registrant for
the three months ended March 31, 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 First Quarter, ended March 31, 2000, the Company has generated
$198,048 in revenues and generated a profit of $40,199 for the same
period.  This compares to no revenues and a loss of $128,703 for the
same period last year.  Through January 1, 2000 to March 31, 2000, the
Company has increased its working capital position by $199,252 from
negative $367,330 at December 31, 1999 to a negative $168,078.

During the First Quarter, the Company continued to run tests with a number
of its products.  The Company is still in the process of developing its
Website.  The majority of the Company's expenses for the Quarter included
Selling, general administrative costs.

Plan of Operation

1)  During First Quarter ended March 31, 2000 the Company incurred a
net profit of $40,199 from operations against revenues of $198,048 as
compared to a net loss from operations of $128,703 against no revenues
for the same Quarter last year.  The Company was able to reduce its
selling, general and administration costs from $113,466 for the same
period last year to $75,976 for the First Quarter this year.  Depreciation
costs for the First Quarter this year were $29,614, as compared to $6,668
for the same period last year.

As of March 31, 2000, the Company has forty million nine hundred sixty-
four thousand one hundred fifty-nine (40,964,159) 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.



                                      17
<PAGE>

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.")

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.

The Company signed a Letter of Intent with Clipper Operating Co., Inc.
in November, 1999.  The terms of the Agreement include cash and Company
stock for oil mineral rights including some fixed assets of Clipper Operating
Co.  This deal was finalized on February 22, 2000. (See "Letter of Intent,"
Exhibit 10.9, filed in the Company's Registration Statement 10SB12G)

The Company currently anticipates that it has enough available funds to
meet its anticipated needs for working capital, capital expenditures and
business expansion for the next 12 months.  The Company expects that it will
continue to experience a small operating cash flow for the foreseeable future
as a result of significant new product development, advertising and
infrastructure.

As an On Going concern, 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 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.

The Company currently has thirteen (13) 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.

                                        18
<PAGE>

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.


                                       19
<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 March 31, 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.

                                         20


<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: November 27, 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:  November 27, 2000

                                        21


<PAGE>

</TABLE>