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

                                   ----------

                                  FORM 10-KSB/A

            ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

For the fiscal year ended November 30, 1999    Commission file number: 000-28433

                             NUPRO INNOVATIONS INC.
                 (Name of small business issuer in its Charter)

          Delaware                                             86-0893269
(State or other jurisdiction                                  (IRS Employer
      of incorporation)                                   Identification Number)

                            3296 East Hemisphere Loop
                           Tucson, Arizona 85706-5013
                    (Address of Principal Executive Offices)

                                 (520) 547-3510
              (Registrant's Telephone Number, Including Area Code)

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

                     Common Stock, par value $.001 per share
                                (Title of Class)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or
for such shorter  period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of Regulation S-B is not contained in this form,  and no disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information  statements  incorporated  by  reference  in Part III of this  Form,
10-KSB or any amendment to this Form 10-KSB. [ ]

     State issuer's revenues for its most recent fiscal year: $114,891

     The number of shares of Common Stock  outstanding  as of September 29, 2000
was 12,617,217. The aggregate market value of the Common Stock of the registrant
held by non-affiliates  as of September 29, 2000 was  approximately  $12,149,687
based on the average bid and asked prices for such Common Stock.

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<PAGE>
                                TABLE OF CONTENTS

Item                                                                        Page
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                                     PART I

     Preliminary Note on Forward-Looking Statements............................1
1.   Description of Business...................................................1
2.   Description of Property...................................................8
3.   Legal Proceedings.........................................................8
4.   Submission of Matters to a Vote of Security Holders.......................8

                                     PART II

5.   Market for Common Equity and Related Stockholder Matters..................9
6.   Plan of Operation........................................................12
7.   Financial Statements.....................................................20
8.   Changes in and Disagreements With Accountants on Accounting
       and Financial Disclosure...............................................20

                                    PART III

9    Directors, Executive Officers, Promotions and Control Persons;
       Compliance With Section 16(a) of the Exchange Act......................20
10.  Executive Compensation...................................................20
11.  Security Ownership of Certain Beneficial Owners and Management...........20
12.  Certain Relationships and Related Transactions...........................20
13.  Exhibits and Reports on Form 8-K.........................................21
     Financial Statements....................................................F/S
     Signatures...............................................................23

                                       -i-
<PAGE>
                                     PART I

     PRELIMINARY NOTE ON FORWARD-LOOKING STATEMENTS

     This  Annual   Report  on  Form  10-KSB/A   contains   express  or  implied
forward-looking   statements.   Additional   written  or  oral   forward-looking
statements  may be made by the  Company  from time to time in  filings  with the
Securities and Exchange Commission, in its press releases,  quarterly conference
calls or otherwise. The words "believes," "expects,"  "anticipates,"  "intends,"
"forecasts,"  "projects,"  "plans," "estimates" and similar expressions identify
forward-looking  statements. Such statements reflect the Company's current views
with respect to future events and financial  performance or operations and speak
only as of the date the statements  are made.  Such  forward-looking  statements
involve  risks and  uncertainties  and readers are  cautioned not to place undue
reliance on forward-looking  statements. The Company's actual results may differ
materially  from such  statements.  Factors  that  cause or  contribute  to such
differences  include,  but are not limited to, the Company's  limited  operating
history,  unpredictability of operating results,  intense competition in various
aspects of its business,  the risks of rapid growth, the Company's dependence on
key  personnel,   uncertainty  of  product  acceptance,   changes  in  laws  and
regulations,   changes  in  economic  conditions  and  an  inability  to  obtain
financing, as well as those discussed elsewhere in this Form 10-KSB/A.  Although
the  Company  believes  that  the  assumptions  underlying  its  forward-looking
statements are reasonable,  any of the assumptions  could prove  inaccurate and,
therefore,  there can be no  assurance  that the  results  contemplated  in such
forward-looking   statements   will  be   realized.   The   inclusion   of  such
forward-looking  information  should not be regarded as a representation  by the
Company  or any other  person  that the  future  events,  plans or  expectations
contemplated  by the  Company  will  be  achieved.  The  Company  undertakes  no
obligation to publicly update,  review or revise any forward-looking  statements
to reflect any change in the Company's  expectations  with regard thereto or any
change in events,  conditions or  circumstances  on which any such statements is
based.

ITEM 1. DESCRIPTION OF BUSINESS.

GENERAL

     NuPro Innovations Inc. was incorporated in the Canadian Province of Ontario
on November 27, 1996, as TracTop  Distributing  Inc. On August 7, 1997,  TracTop
Distributing Inc. was domesticated in the State of Delaware in the United States
of  America  under  the  name  "NuPro   Innovations  Inc."  When  used  in  this
registration  statement,   unless  the  context  requires  otherwise,  the  term
"Company" or "NuPro" refers to NuPro  Innovations  Inc., a Delaware  corporation
(formerly known as TracTop  Distributing Inc., an Ontario,  Canada corporation),
and NuPro  Innovation  Mexico S.A. de C.V., which is a majority owned subsidiary
of NuPro,  incorporated  under the laws of the United Mexican States ("Mexico").
The  Company is a  development  stage  corporation  with its  principal  offices
located at 3296 East Hemisphere Loop, Tucson, Arizona 85706-5013.  The Company's
telephone number is (520) 547-3510 and its web site is www.nuproinnovations.com.
Information  on the  Company's  web  site  does  not  constitute  part  of  this
registration statement.

     Pursuant to an asset purchase  agreement,  effective  December 1, 1998 (the
"Purchase  Agreement"),   the  Company  acquired  (the  "TrucTech  Acquisition")
substantially  all of the assets and  liabilities  of TrucTech,  Inc., a Georgia
corporation  ("TrucTech").  Pursuant to generally accepted accounting principles
in the United  States of America  ("U.S.  GAAP"),  the TrucTech  Acquisition  is
accounted  for as a  "reverse  acquisition"  whereby  NuPro  is  considered  the
acquired corporation,  and TrucTech is considered the surviving corporation. The
net effect of the TrucTech  Acquisition  is that,  as of the  acquisition  date,
NuPro acquired all of the outstanding stock of TrucTech.  Under the terms of the
TrucTech  Acquisition,  the  Company  acquired  TrucTech's  assets  and  assumed
TrucTech's  liabilities in exchange for 7,333,333 shares of the Company's common
stock,  par  value  $0.001  per  share  ("Common   Stock"),   which  represented
approximately  73%  of  the  Company's   outstanding  Common  Stock  immediately
following the TrucTech Acquisition.  Pursuant to the TrucTech  Acquisition,  the
Company acquired the use of and the right to  commercialize a composite  plastic
industrial  engineering  material  (the "NuPro  Material").  Certain  directors,
officers,  employees,  and  stockholders  of the  Company  were also  directors,
officers,  employees,  and stockholders of TrucTech.  See "Certain Relationships
and  Related  Transactions".  The  Company  does not  currently  anticipate  any
additional  significant  corporate  acquisitions  or dispositions in the next 12
months.

                                       -1-
<PAGE>
     NUPRO(TM) AND NUPRO  INNOVATIONS(TM)  ARE  TRADEMARKS OR TRADE NAMES OF THE
COMPANY

NUPRO MATERIAL

     The NuPro Material is a polyester/epoxy  hybrid created by the reactions of
several  primary  chemical   compounds   facilitated  by  chemical   inhibitors,
accelerators,  catalysts,  and  promoters.  The NuPro  Material can be made in a
variety of formulations to generate differing properties, which enables it to be
used in a number of different  product  applications.  The Company believes that
the NuPro Material  represents an advancement in polyurea technology because the
processing of the hybrid  composite  material does not require  either  external
heat or a high-pressure environment.

     The  NuPro  Material,  which is  composed  of  certain  chemicals  that are
structured to be receptive to combining with other chemical  compounds to create
stronger and more complete  molecular  structures  with varying  properties,  is
characterized by certain high performance mechanical properties that allow it to
compete with steel, alloys, wood, plastic,  fiberglass, and plastic foam in many
product applications.  The Company believes that a significant cost advantage of
the NuPro  Material  may result  from the  elimination  of a  standard  plastics
manufacturing  step - the  interim  process  of  compounding  the raw  feeds  of
petrochemical  derivatives  into raw  plastics,  and  continuing  the process by
reheating,  pressing,  and reforming the compounds into a finished product. With
the NuPro Material, the finished products are derived directly from the chemical
reaction of certain raw liquid  feedstocks.  As a result,  the Company  believes
that the production process for product  applications with the NuPro Material is
more  simple  and  inexpensive  than  the   manufacturing   process  of  product
applications with many of the competing industrial materials.

     Krida Overseas Investment Trading Limited, an entity incorporated in Cyprus
("Krida Overseas"), which is controlled by Luba Veselinovic, President and Chief
Executive  Officer of the  Company,  owns the  technology  relating to the NuPro
Material  and  licenses  to the  Company  the right to use and  market the NuPro
Material in its  operations  pursuant to a  Technology  License  Agreement  (the
"Krida  License")   between  the  Company  and  Krida  Overseas.   See  "Certain
Relationships and Related Transactions."

BUSINESS STRATEGY

     The focus of the Company will be to provide unique platform  technology and
solutions  for  the  challenges  faced  by  manufacturers  with  respect  to the
materials used for various  industrial  applications.  The Company believes that
customers that manufacture  products with the NuPro Material may realize certain
competitive  advantages  with  respect  to  product  performance  and  costs  of
production.

     The  Company's  business  strategy  includes  (i)  identifying  large-scale
manufacturing,   industrial,   and  commercial  market  segments  in  which  the
substitution  of the NuPro  Material for existing  conventional  materials  will
provide the user with a higher quality product at a lower price, (ii) furnishing
the Company's customers with turnkey manufacturing packages,  including, without
limitation, training with respect to the manufacturing process, for a particular
product  application of the NuPro Material,  and (iii) supplying its proprietary
materials,  which are the chemicals  necessary for creating the NuPro  Material,
for the  manufacturing  process.  The Company  anticipates  that the proprietary
materials  necessary to create the NuPro Material will initially be manufactured
in Mexico.

     In  implementing  its business  strategy,  the Company has  identified  the
following areas of emphasis:

     *    DEVELOP AND INTRODUCE NEW PRODUCT  APPLICATIONS.  The Company believes
          that it must continue to develop and offer  manufacturers  new product
          applications for the NuPro Material.

     *    EVALUATE ACQUISITION OR STRATEGIC ALLIANCE OPPORTUNITIES.  The Company
          evaluates acquisition  opportunities and potential strategic alliances
          on an  on-going  basis  and at  any  given  time  may  be  engaged  in
          discussions  with  respect  to  possible   acquisitions  or  strategic
          alliances.  The  Company  may seek  strategic  acquisitions  or create
          strategic  alliances that could  complement  the Company's  current or

                                       -2-
<PAGE>
          planned business activities.  The Company, however, does not currently
          anticipate any additional  significant  corporate  acquisitions in the
          next 12 months.

     *    INTEGRATE  ACQUISITIONS  AND  STRATEGIC  ALLIANCES.  The Company  must
          integrate  the  entities  or  assets  that it has  acquired  into  its
          business and coordinate its operations  with other entities as part of
          any strategic alliance.

MANUFACTURING PROCESS OF NUPRO MATERIAL

     The  NuPro  Material  is a  polyurethane/epoxy  or  polyester/epoxy  hybrid
created by the chemical  reactions of several primary  compounds  facilitated by
chemical inhibitors, accelerators,  catalysts, and promoters. The NuPro Material
is produced directly from its chemical  constituents  without the need to create
an intermediate plastic medium as is required for most conventional plastics. By
varying  the  proportions  of the  primary  compounds,  the  Company  is able to
determine the nature of the composite material produced. By controlling the rate
at which the chemical  reactions  occur and the points at which they are stopped
with  certain  chemical  facilitators,  the Company may define the  physical and
performance  characteristics of the material, which allows the Company to tailor
the properties of the NuPro  Material to the specific  product  application  for
which it will be used.

     The NuPro Material is produced by mixing various  chemical  components in a
multi-step process.  The Company anticipates that the production process will be
performed  at  different  facilities.   First,  the  Company  will  pre-mix  the
proprietary  component  of the NuPro  Material  at its  facilities.  During this
pre-mixing process,  the chemical combination and inhibitors produce and release
heat. With the manipulation of the free radicals in the chemical components, the
Company can create  different  formulations of the NuPro Material with differing
properties for different product applications.  Second, various generic chemical
components will be mixed at the manufacturing  facility where the manufacture of
the final product  containing  the NuPro Material will occur.  Certain  chemical
components will serve as catalysts, promoters, and accelerators and will cause a
reaction to produce  the NuPro  Material.  At the  manufacturing  facility,  the
liquid components of the NuPro Material will be stored in separate  conventional
storage tanks.  Conventional  low-pressure liquid pumps will be used to pump the
liquid  components  through hoses to a mixing head and nozzle at the site of the
molds to be filled.

     Products made with NuPro Material may be formed by casting in a closed mold
or by spraying the  chemicals  into an open mold.  The molds may be  constructed
with a wide range of materials depending on the product application. The casting
is known as a low-pressure  cold molding  process  because neither high pressure
nor heat is applied to  effectuate  the chemical  reactions  that form the NuPro
Material.  High  clamping  forces are not  required  for the molds  because  the
injection  process of the liquid components of the NuPro Material into the molds
occurs at a low  pressure.  Even after the  initial  curing  process,  the NuPro
Material is still soft and  pliable.  Final  curing  occurs after the product is
removed from the mold and placed on a curing  buck,  which is identical in shape
to the mold.  During the final  curing,  the  chemical  reaction of the chemical
components  locks the  molecular  structure of the product into final form.  Any
required  trimming or finishing of the product can be completed during the final
curing.  Because of this  process,  molds for the NuPro  Material  may be light,
compact, and low in cost relative to molds required for the conventional plastic
injection molding processes.

PRODUCT APPLICATIONS

     The Company is in the process of establishing  customer  relationships  for
the development of several  product  applications  for the NuPro Material.  Such
development will include  feasibility  studies,  product design and engineering,
prototype  model  and mold  fabrication,  prototype  manufacture,  testing,  and
customer approval. To date, prospective customers for pallets, deck boards, golf
drivers,  and  food  processing  trays  have  funded  all  or a  portion  of the
development process for their respective product applications.  In addition, the
Company  has  developed  applications  for the  NuPro  Material  for a truck bed
enclosure  ("TracTop")  and is in the process of  developing  a pallet top.  The
Company   anticipates   that  it  will  begin   manufacturing   certain  product
applications by the end of the first quarter of fiscal 2001.

                                       -3-
<PAGE>
     TRACTOP.  TracTop  is a  permanently  installed  retractable,  self-storing
truck-bed  enclosure  that  enables  its users to make fast and easy  conversion
between  covered and open-bed  operation.  The Company plans to offer TracTop in
different  sizes and  designs to allow for the use of TracTop in many  different
makes, models, and sizes of trucks. TracTop's key features include accessibility
to  truck-bed,  security  and  protection  of  cargo,  ease  of  operation,  and
attractiveness of design.

     The Company's TracTop product  application is subject to a perpetual patent
agreement, as amended, dated as of August 10, 1988, that assigns the U.S. patent
and other rights related to the TracTop  product  application to the Company and
permits the Company to manufacture and sell the TracTop  product.  In connection
with the patent agreement,  the Company must pay a royalty fee of $5.00 per unit
of TracTop  product sold and an amount equal to $150,000 from profits of TracTop
products sold, to certain independent third parties. To date, the Company has no
sales of its TracTop product and, as a result, has paid no royalties pursuant to
the patent agreement.

     The Company intends to develop a distribution  network for TracTop,  either
directly or through  strategic  alliances in the United  States.  In the Mexican
market,  the Company  anticipates  that the TracTop product will be manufactured
pursuant to an oral agreement with TopTrac S.A. de C.V., an entity  incorporated
under the laws of Mexico which is a strategic  partner of the Company located in
Mexico and controlled by Ernesto Zaragoza de Cima, a Vice President and director
of the Company.

     Through the product  development  of TracTop,  the NuPro  Material has been
internally tested over a nine-year period under real world conditions.  Although
the Company has  internally  performed  the  testing of the NuPro  Material  and
product  applications  of the  NuPro  Material  in an effort  to  safeguard  the
Company's  proprietary  knowledge,  the Company's  testing  procedure was partly
created  by an  independent  consultant  from  Ontario,  Canada.  As part of the
testing  process,  TracTop  and  its  inherent  production  material  have  been
evaluated  under severe  cold,  hot, and humid  conditions.  To date,  the NuPro
Material  has provided  satisfactory  results  according to the Company,  in its
TracTop application in road testing on a variety of different makes, models, and
sizes of trucks. The manufacturing  process for the TracTop product  application
for the NuPro Material has also been tested on a full  production  scale and has
achieved satisfactory results to date.

     PALLETS.  The first  pallet  prototype  made with the NuPro  Material  (the
"NuPro Pallet") has been completed and internal  testing has achieved  favorable
results to date.  Based on the results of testing to date, the Company  believes
the  established  performance,  weight,  and price standards of the NuPro Pallet
makes it competitive in the industry. As testing continues,  certain engineering
and design  modifications  may be made to enhance the  performance  of the NuPro
Pallet.

     Negotiations  are currently in progress with other parties for the purchase
of turnkey  manufacturing  lines with  respect to the pallet  product  and other
applications for the NuPro Material.  The Company anticipates that it will begin
providing  turnkey  manufacturing  lines and the NuPro Material to manufacturers
for the  production  of pallets with the NuPro  Material by the first quarter of
fiscal year 2001.

     DECK BOARDS.  In February 1998, the Company  entered into an oral agreement
with Erwin Industries Inc.  ("Erwin  Industries") of Atlanta,  Georgia,  for the
design, feasibility study, engineering,  and prototyping of an innovative design
for a deck board at a cost of  $30,000.  The Company is  negotiating  a contract
with Erwin Industries  relating to the manufacture of deck boards with the NuPro
Material, which the Company believes may consist of approximately $2,200,000 for
two turnkey manufacturing lines and up to $15,000,000 annually for the supply of
chemicals to such manufacturing  lines operating at full production levels after
start-up  phase-in based upon Erwin  Industries  manufacturing  projections  and
initial  specifications  of one 16-foot  deck board per minute and a 24-hour per
day manufacturing schedule.  Certain production scale manufacturing tests with a
full-size  production  mold must be  completed  prior to contract  finalization.
Pricing of this production mold design, engineering,  and manufacturing is being
completed for submission to Erwin Industries for approval and payment.  There is
no assurance that the Company and Erwin Industries will be able to reach a final

                                       -4-
<PAGE>
agreement  with  respect  to the  manufacturing  of the deck  boards  with NuPro
Materials  on terms that will be favorable to the Company if at all. The Company
anticipates  that it will begin providing  turnkey  manufacturing  lines and the
NuPro Material to manufacturers for the production of deck boards with the NuPro
Material by the first quarter of fiscal year 2001.

     NUPRO  GOLF  DRIVER.  The  Company  entered  into  an oral  agreement  with
Strategic Machinery Solutions of Atlanta,  Georgia, in June 1998 (the "Strategic
Machinery  Agreement")  for the  prototyping  of a golf club with the head to be
manufactured with the NuPro Material. The Company has delivered first and second
prototypes  to the  developer  and are  currently  undergoing  field testing and
evaluation.  Initial performance of the NuPro Material and the driver technology
appears to be meeting  the  requirements  for this  application.  The  Strategic
Machinery Agreement provides for the golf club to be manufactured by the Company
at its Mexico plant as a joint venture with Strategic  Machinery  Solutions,  on
terms to be determined.  In consideration  for the Company's  manufacture of the
golf club, the golf club which will be initially  limited to golf drivers,  will
be marketed under the name of the NuPro Driver.

     PALLET  TOP.  The Company is  negotiating  an  agreement  with NRPP Inc. of
Atlanta, Georgia, a material handling sales and consulting organization, for the
development  of  a  pallet  top  product  application  of  the  NuPro  Material.
Consummation  of an  agreement  with NRPP Inc.  will not occur until the Company
provides  samples of the Pallet Top produced with the NuPro Material,  which the
Company does not expect to occur prior to the first quarter of fiscal year 2001.
To date, initial design and market evaluation have been completed.

     FOOD  PROCESSING  TRAYS. A project for the  manufacture of food  processing
trays has been  prototyped  and field  tested.  To date,  the  Company  has been
satisfied with the performance of such food processing  trays.  Production molds
have been  produced  and  product  manufacturing  of a small  initial  order for
Nautico S.A. de C.V. of Guaymas,  Mexico, a shrimp and seafood processing plant,
has been scheduled to commence in the first quarter of fiscal year 2001.

CUSTOMERS; SALES AND MARKETING

     The  Company  anticipates  that  its  customers  will be  manufacturers  of
different products developed with composite  industrial  materials.  The Company
expects that products  developed  with the NuPro Material will be distributed by
such manufacturers to consumers.  The Company plans to market the NuPro Material
and its turnkey  manufacturing  packages  to both  existing  manufacturers  with
established  manufacturing operations and new manufacturers in need of a turnkey
approach to the production process.

     To date,  the Company has not incurred any expenses  relating to the direct
marketing  and  advertising  of the NuPro  Material  and the  Company's  turnkey
manufacturing packages. Instead, the Company's marketing strategy is to focus on
establishing   customer    relationships   and   strategic   partnerships   with
manufacturers  at the outset of the Company's  development of a specific product
application of the NuPro Material.  In some cases, the Company will seek funding
from  its  strategic  partner  for  the  development  process,   which  includes
feasibility  studies,  product design and engineering,  prototype model and mold
fabrication,  prototype manufacture,  testing, and customer approval.  After the
development   process  is  complete,   the  Company  will  provide  the  turnkey
manufacturing  process and  proprietary  chemicals  for the  manufacture  of the
product  application  with the NuPro  Material.  In  certain  cases in which the
Company has received funding for the development  costs of a particular  product
application from a strategic  partner,  the Company may provide exclusive rights
to  such  partner  for  the  use of the  NuPro  Material  with  respect  to such
particular product application.

     Although the Company has established  several  strategic  relationships  to
develop certain product applications with the NuPro Material, the Company has no
sales to date. The Company  anticipates that all sales by the Company will be on
a negotiated price basis.  The Company does not expect to experience  seasonable
fluctuations  in  operations  because  sales  of  industrial  materials  are not
seasonal in nature.

                                       -5-
<PAGE>
SUPPLIERS

     The production of the NuPro Material requires the supply of several primary
chemical compounds,  primarily raw petro-chemical  feedstocks,  that the Company
believes are available  from a number of suppliers in adequate  supplies to meet
the Company's expected needs. The Company has identified sources from Mexico and
Venezuela  that it  anticipates  will be the primary  suppliers for the Company,
however,  the Company currently has no supply contracts for the purchase of such
chemical compounds.  The Company will require high-grade chemicals with specific
properties for the NuPro Material.  Accordingly,  the Company expects to monitor
shipments of chemicals  closely for  compliance  with the  Company's  standards.
Although the Company has had no  difficulty  in obtaining  adequate  supplies of
chemicals to date,  the Company  anticipates  that its needs for such  chemicals
will  increase  significantly  when it begins to supply  manufacturers  with the
proprietary   chemicals  necessary  for  the  Company's  turnkey   manufacturing
packages.  The Company's  inability to obtain high-grade  chemicals would have a
material  adverse effect on the Company's  business,  financial  condition,  and
results of operations.

COMPETITION

     The Company  competes  with other  manufacturers  of  composite  industrial
materials  such as steel,  plastics,  fiberglass,  and wood.  While  some of the
Company's  competitors  compete only on a regional basis due to the  significant
relative impact of freight costs, the Company anticipates that it will initially
attempt to market and sell the NuPro  Material to  manufacturers  throughout the
United States and Mexico.  While many of the Company's  competitors  limit their
services  to one or  more of the  following:  (i)  design  and  prototype;  (ii)
producing machinery and tooling;  or (iii) providing raw materials,  the Company
expects to provide all such services.  The Company believes that it will compete
with companies that serve existing manufacturers with established  manufacturing
operations  seeking a less  expensive  manufacturing  process or higher  quality
product,  or new  manufacturers in need of a turnkey  manufacturing  package for
production.

     The  Company's  success  requires  its  continued  development  of  product
applications and its sales and marketing of the NuPro Material to manufacturers.
The  Company's  competitors  in  the  steel,  plastics,   fiberglass,  and  wood
businesses, among others, are more established and have greater name recognition
and  marketing  resources  than the Company.  In addition,  while the  competing
industrial  materials  have achieved  market  acceptance,  the NuPro Material is
still being  commercialized  and there is no  assurance  that it will be able to
achieve and maintain  market  acceptance.  See "Plan of Operation - Factors that
May Affect Future  Operating  Results -  Uncertainty  of Acceptance of the NuPro
Material." The Company's  competitors also have greater financial resources than
those  available  to the  Company and certain  competitors  spend  substantially
greater amounts for advertising and promotion.

     The Company  anticipates that it will compete  principally  through product
quality and price.  The Company  believes  that the NuPro  Material's  principal
competitive  strengths  are (a) its  variety  of  formulations  that allow it to
generate differing  properties to address the different needs of varying product
applications,  such as durability,  strength, and malleability, and (b) its cold
molding  production  process  that  allows  it  to  be  manufactured  in a  more
inexpensive manner than the standard plastics manufacturing process.

REGULATION AND ENVIRONMENTAL CONSIDERATIONS

     The  Company is  currently  not subject to any  environmental  proceedings.
During the year ended  November 30, 1999,  the Company did not make any material
expenditure  for  environmental  control  facilities,   nor  does  it  currently
anticipate  any such future  expenditures.  Actions by  international,  federal,
state, and local governments  concerning  environmental  matters could result in
laws or regulations that could increase the cost of producing the NuPro Material
or otherwise adversely affect the demand for the Company's product applications.
At present, during the Company's early stage of development,  environmental laws
and  regulations  do not have a material  adverse effect upon the demand for the
products  made  with the  NuPro  Material.  However,  certain  of the  Company's
operations are subject to international, federal, state, and local environmental
laws and regulations that impose limitations on the discharge of pollutants into
the air and  water and  establish  standards  for the  treatment,  storage,  and
disposal of solid and  hazardous  wastes.  While the Company has not had to make
significant capital expenditures for environmental compliance, it cannot predict
with any  certainty  its future  capital  expenditure  requirements  relating to
environmental  compliance because of continually  changing compliance  standards
and technology.  The Company does not have insurance  coverage for environmental

                                       -6-
<PAGE>
liabilities and does not anticipate  obtaining such coverage in the future.  See
"Plan of  Operation  -  Factors  that May  Affect  Future  Operating  Results  -
Environmental Liabilities."

     The Company is also subject to the  Comprehensive  Environmental  Response,
Compensation and Liability Act of 1980, as amended ("CERCLA"), and similar state
laws which impose  liability  without  regard to fault or to the legality of the
original  action,  on certain  classes of persons  (referred  to as  potentially
responsible  parties or "PRPs") associated with the release or threat of release
of certain hazardous  substances into the environment.  The Company has not been
classified  as a PRP under  CERCLA.  See "Plan of  Operation - Factors  that May
Affect Future Operating Results - Environmental Liabilities."

RESEARCH AND DEVELOPMENT

     The Company maintains a continuing development program devoted to the NuPro
Material and its product applications.  Development activities include designing
new and  improved  products  and product  applications,  testing  and  enhancing
chemical formulations to generate differing properties in the NuPro Material and
prototype   model   and   mold   fabrications.    The   Company's   development,
pre-production,  and  administration  expenditures were  approximately  $649,479
(precombination  $644,958  by NuPro and $4,521 by  TrucTech)  and  $679,980  for
fiscal years 1998 and 1999,  respectively.  The Company anticipates that it will
incur approximately  $676,000 in research and development expenses during fiscal
year 2000,  including product testing and capital  expenditures for research and
development   equipment.   The  Company   completed  its   construction  of  new
administrative  and  research  and  development  offices  in  Tucson,   Arizona,
consisting  of  approximately  13,400  square feet  during the first  quarter of
fiscal  year  2000.  See  "Plan of  Operation  - Plan of  Operation  - Plant and
Equipment."

INTELLECTUAL PROPERTY

     The Company's  success  depends,  in part, upon its  intellectual  property
rights  relating to its  production  process and other  operations.  The Company
anticipates  that it will rely on a combination of trade secret,  nondisclosure,
and other  contractual  arrangements,  confidentiality  procedures,  and patent,
copyright,  and trademark laws, to protect its proprietary  rights.  The Company
has filed  applications for the federal  registration of its NuPro(TM) and NuPro
Innovations(TM) marks.

     The  Company  uses  proprietary  technology  for  manufacturing  the  NuPro
Material. The Company believes that the non-patented  proprietary NuPro Material
will be  protected  under  trade  secret,  contractual,  and other  intellectual
property  rights  that do not  afford the  statutory  exclusivity  possible  for
patented  products and processes.  To protect its  proprietary  technology,  the
Company  mixes  the  proprietary  component  of the NuPro  Material  in a secure
environment at one of its  facilities.  The production  processes to manufacture
products  from the  NuPro  Material  are not  proprietary;  however,  there is a
certain  amount of  "know-how"  that the Company has gained which would hinder a
person  taking  the NuPro  Material  and  introducing  it into the  conventional
manufacturing environment.

EMPLOYEES

     As of November 30, 1999, the Company had nine full-time employees,  of whom
four  had  executive  or  managerial  responsibilities.  None  of the  Company's
employees are represented by a union.  The Company  considers its relations with
its employees to be good.

     The Company  anticipates  that its potential  growth may place  significant
demands on its  managerial  resources.  The  potential  success of the Company's
business is  substantially  dependent on the  services of its senior  management
team and the services of Mr. Luba  Veselinovic  and Mrs. Elke  Veselinovic.  The
Company does not currently have employment  agreements with any of its executive
officers  or other key  personnel.  The loss of the  services  of its  executive
officers  or other key  personnel  could have a material  adverse  effect on the
Company. To address these risks, the Company must, among other things,  continue
to attract, retain and motivate qualified personnel.  While the Company has been
successful in attracting  qualified personnel to date, there can be no assurance
that the Company  will be  successful  in  attracting  and  retaining  qualified
personnel in the future.

                                       -7-
<PAGE>
INSURANCE

     The Company maintains general liability, automobile liability, and umbrella
coverage  insurance in amounts that it believes are  customary  for a company of
its size engaged in a comparable  industry.  The Company also maintains worker's
compensation and directors and officers' liability insurance coverage.  There is
no  assurance  that the Company will not be subject to claims in the future that
its  insurance  may  not  cover  or as to  which  its  coverage  limits  may  be
inadequate.

ITEM 2. DESCRIPTION OF PROPERTY.

     The Company's principal administrative and research and development offices
are located in  approximately  13,400  square feet of space in Tucson,  Arizona.
During  the first  quarter  of fiscal  year  2000,  the  Company  completed  the
construction  of  the  Company's  principal   administrative  and  research  and
development  offices at an  approximate  cost of  $1,300,000.  The Company  also
leases  prototyping,  tool modeling,  and administrative  facilities in Guaymas,
Sonora,  Mexico consisting of 2,482 square feet from Ernesto Zaragoza de Cima, a
director and  Vice-President  of the Company,  at a rate of $1,015.50 per month.
See  "Certain  Relationships  and Related  Transactions."  The Company is in the
process of constructing two manufacturing facilities in Guaymas, Sonora, Mexico,
consisting of approximately 186,000 square feet. In the second quarter of fiscal
year 2000,  the Company  completed  the  construction  of the first phase of its
manufacturing facilities,  which includes approximately 32,000 square feet at an
approximate cost of $1,300,000.  The Company considers its current facilities to
be sufficient for its current and anticipated operations for the next 12 months.

ITEM 3. LEGAL PROCEEDINGS.

     All legal  proceedings and actions involving the Company are of an ordinary
and routine  nature  incidental  to the  operations  of the Company.  Management
believes that such  proceedings  should not,  individually  or in the aggregate,
have a material adverse effect on the Company's business or financial  condition
or  results  of  operations.  None  of the  Company's  officers,  directors,  or
beneficial  owners of 5% or more of the  Company's  outstanding  securities is a
party  adverse to the Company  nor do any of the  foregoing  individuals  have a
material interest adverse to the Company.

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

     None.

                                       -8-
<PAGE>
                                     PART II

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

GENERAL

     The Company's  Common Stock had been quoted on the OTC Bulletin Board under
the symbol NUPP from August 21, 1998 to February 24, 2000. On February 24, 2000,
the Company's  Common Stock was removed from quotation on the OTC Bulletin Board
pursuant  to the  NASD  OTC  Bulletin  Board  Eligibility  Rules  and  commenced
quotation in the National Quotation Bureau's Pink Sheets immediately thereafter.
The  following  sets  forth  the  range of high and low bid  quotations  for the
periods indicated as reported by National Quotation Bureau, Inc. Such quotations
reflect prices between dealers,  without retail mark-up,  markdown or commission
and may not represent actual transactions.

                                                       HIGH BID    LOW BID
                                                       --------    -------
     December 1, 1999 through February 24, 2000         $3.1875    $2.4375
     September 1, 1999 through November  30, 1999       $3.0000    $1.3125
     June 1, 1999 through August 31, 1999               $2.1250    $0.7500
     March 1, 1999 through May 31, 1999                 $1.0000    $0.2500
     December 1, 1998 through February 28, 1999         $1.1250    $0.6250
     September 17, 1998 through November 30, 1998       $1.1250    $0.6250

     As of September 29, 2000 there were  approximately 168 holders of record of
the Company's Common Stock.

DIVIDEND POLICY

     The Company has never paid any cash dividends on its capital stock. For the
foreseeable  future, the Company intends to retain all of its future earnings to
finance its operations and does not anticipate paying cash dividends.

PENNY STOCK

     The  Company's  Common Stock will be subject to the  provisions  of Section
15(g) and Rule 15g-9 of the  Exchange  Act,  commonly  referred to as the "penny
stock rule." Section 15(g) sets forth certain  requirements  for transactions in
penny stocks and Rule 15g-9 (d) (1)  incorporates  the definition of penny stock
that is found in Rule 3a51-1 of the Exchange Act.

     The SEC generally  defines penny stock to be any equity security that has a
market price less than $5.00 per share,  subject to certain  exceptions.  If the
Company's Common Stock is deemed to be a penny stock, trading in the shares will
be subject to additional sales practice  requirements on broker-dealers who sell
penny  stocks  to  persons  other  than  established  customers  and  accredited
investors.  Accredited investors are persons with assets in excess of $1,000,000
or annual income exceeding $200,000, or $300,000 together with their spouse.

     For transactions covered by these rules, broker-dealers must make a special
suitability  determination  for the purchase of such  security and must have the
purchaser's   written  consent  to  the  transaction   prior  to  the  purchase.
Additionally,  for any transaction  involving a penny stock,  unless exempt, the
rules require the delivery, prior to the first transaction, of a risk disclosure
document  relating to the penny stock.  A  broker-dealer  also must disclose the
commissions payable to both the broker-dealer and the registered representative,
and current quotations for the securities.  Finally,  monthly statements must be
sent  disclosing  recent price  information for the penny stocks held in account
and information on the limited market in penny stocks. Consequently, these rules
may restrict the ability of  broker-dealers to trade and/or maintain a market in
the Company's  Common Stock and may affect the ability of  stockholders  to sell
their shares.

                                       -9-
<PAGE>
OTC BULLETIN BOARD ELIGIBILITY RULES

     The Company's  Common Stock was quoted on the OTC Bulletin  Board under the
symbol NUPP from August 21, 1998 to February 24, 2000. In January 1999,  the SEC
granted approval of amendments to the NASD OTC Bulletin Board  Eligibility Rules
6530 and 6540 (the "Eligibility Rules"). The Eligibility Rules require a company
listed  on the OTC  Bulletin  Board to be a  reporting  company  with the SEC to
maintain the listing of its stock on the OTC  Bulletin  Board.  The  Eligibility
Rules  required  the Company to become  fully  compliant  by February  24, 2000.
Accordingly,  on December 6, 1999, the Company filed a registration statement on
Form 10-SB.  On February 6, 2000, the Company filed  Amendment No. 1 to the Form
10-SB in response to comments by the SEC on the  Company's  original Form 10-SB.
The  Company's  Form 10-SB,  as amended,  became  effective  on February 6, 2000
pursuant to section  12(g)(1) of the  Securities  and Exchange  Act of 1934,  as
amended.  However, the Eligibility Rules require that the SEC come to a position
of no further comment regarding any registration  statement on Form 10-SB before
the NASD considers a company  compliant.  The SEC is in the process of reviewing
the Company's  Amendment No. 4 to the Form 10-SB, which was filed on November 8,
2000, and, therefore, the Company did not clear all SEC comments by February 24,
2000. Accordingly,  the Company's Common Stock was removed from the OTC Bulletin
Board on February 24, 2000. The Company's Common Stock is listed in the National
Quotation Bureau's Pink Sheets pending final review of the Company's Form 10-SB,
as amended,  by the SEC and its clearance of any comments related  thereto.  The
Company  cannot  assure  that the SEC will come to such a position in regards to
the Company's registration statement on Form 10-SB, as amended.

SHARES AVAILABLE FOR FUTURE SALE

     Of the  12,617,217  shares of Common Stock  outstanding,  959,255 shares of
Common Stock are freely tradable without restriction in the public market unless
the shares  are held by  "affiliates,"  as that term is  defined in Rule  144(a)
under the Securities  Act. For purposes of Rule 144 under  Securities Act ("Rule
144"),  an  "affiliate"  of an issuer is a person that,  directly or  indirectly
through one or more  intermediaries,  controls,  or is controlled by or is under
common control with,  the issuer.  Such shares are  unrestricted  as a result of
being  issued  pursuant  to rule  504 of  Regulation  D  promulgated  under  the
Securities  Act ("Rule  504") prior to recent  amendments  to such rule that now
make shares issued under Rule 504 restricted securities. The remaining shares of
Common Stock  outstanding are "restricted  securities"  under the Securities Act
and may be sold in the public market upon the expiration of the holding  periods
under Rule 144,  described  below,  subject to the volume,  manner of sale,  and
other limitations of Rule 144.

     In  general,  under  Rule 144 as  currently  in  effect,  a person  who has
beneficially  owned shares for at least one year,  including an  "affiliate," is
entitled to sell,  within any three-month  period,  a number of shares that does
not exceed the greater of:

     *    1% of the  then  outstanding  shares  of the  Company's  Common  Stock
          (approximately 126,172 shares); or

     *    the average  weekly  trading  volume  during the four  calendar  weeks
          preceding filing of notice of the sale of shares of Common Stock.

     Sales under Rule 144 are also subject to certain manner of sale provisions,
notice requirements and the availability of current public information about the
Company.  A  stockholder  who is deemed not to have been an  "affiliate"  of the
Company  at any  time  during  the  90  days  preceding  a  sale,  and  who  has
beneficially  owned restricted shares for at least two years,  would be entitled
to sell  shares  under Rule  144(k)  without  regard to the volume  limitations,
manner of sale provisions, or public information requirements.

     In addition,  as of October 31, 2000,  there were  outstanding  warrants to
purchase 1,525,000 shares of Common Stock and options to purchase 275,000 shares
of Common Stock, all of which were fully vested. Sales of substantial amounts of

                                      -10-
<PAGE>
the  Company's  Common  Stock  (including  shares  issued  upon the  exercise of
outstanding  warrants  and  options)  in the public  market in the future  could
adversely affect the market price of the Company's Common Stock. These sales may
also make it more  difficult  for the Company to sell  equity or equity  related
securities  in the  future  at a time and price  that the  Company  believes  is
appropriate.

RECENT SALES OF UNREGISTERED SECURITIES

     The following  provides  information  concerning all sales of securities by
the  Company  within the last three  years  that were not  registered  under the
Securities Act.

     From August 7, 1997 to May 31, 1998,  the Company  issued  shares of Common
Stock to 122  investors at a price ranging from $0.366 to $0.533 per share for a
total of $488,984 (the  "Original Rule 504  Offering").  Such shares were issued
without registration pursuant to an exemption from registration under Rule 504.

     From August 1997 to May 1998,  the Company  issued an  aggregate of 455,028
shares of Common  Stock  worth a total of  $180,890  to certain  insiders of the
Company in connection with remuneration for services rendered and the conversion
of  certain  indebtedness  owed to such  insiders.  Of the total  $180,890,  (i)
$43,000 in Common Stock was issued as payment for consulting fees and management
services,  (ii)  $103,600 in Common Stock was issued as payment of certain loans
to the Company from  affiliates  of Gary  Fitchett,  former  President and Chief
Executive  Officer of the  Company,  the proceeds of which were used for various
capital  expenditures of the Company, and (iii) $34,300 in Common Stock resulted
from the  exercise of a warrant  received as part of the loan  described in (ii)
above. All such shares were issued without registration pursuant to an exemption
from  registration   under  Section  4(2)  of  the  Securities  Act  as  private
transactions not involving a public distribution.

     During the period from June 1, 1998 to August 6, 1998,  the Company  issued
shares of Common Stock to 24 investors for a total of $504,162. Such shares were
issued without  registration  pursuant to an exemption from  registration  under
Rule 504. The  foregoing  offering  was  integrated  with the Original  Rule 504
Offering.

     From June 1, 1998 to August 6, 1998,  the Company  issued an  aggregate  of
15,000  shares of Common  Stock worth a total of $15,000 to Ernesto  Zaragoza de
Cima, a Vice President and director of the Company, in connection with rent owed
by the  Company.  Such shares were issued  without  registration  pursuant to an
exemption  from  registration  under  Section  4(2) of the  Securities  Act as a
private transaction not involving a public distribution.

     Effective  December 1, 1998, the Company acquired  substantially all of the
assets and  liabilities  of TrucTech  pursuant to the  Purchase  Agreement.  The
Company  issued  7,333,333  shares  of  Common  Stock in  consideration  for the
TrucTech Acquisition. Such shares were issued without registration under Section
4(2) of the  Securities  Act and Rule 506 of Regulation D promulgated  under the
Securities  Act. The net effect of the TrucTech  Acquisition  is that, as of the
acquisition  date,  NuPro  acquired  all of the  outstanding  stock of TrucTech.
Pursuant to U.S. GAAP,  the TrucTech  Acquisition is accounted for as a "reverse
acquisition"  whereby NuPro is considered the acquired  corporation and TrucTech
is considered the surviving corporation.

     On May 31, 1999,  the Company  issued  warrants to purchase an aggregate of
25,000 shares of Common Stock to the Company's legal counsel in consideration of
services rendered.  Such shares were issued without registration under Section 4
(2) of the  Securities  Act as a  private  transaction  not  involving  a public
distribution.

     In July 1999,  the Company  issued units priced at $100,000 per unit,  or a
total of  $6,000,000.  Each unit  consisted of (i) 25,000 shares of Common Stock
valued  at $2.00  per  share,  (ii) a $50,000  unsecured  convertible  debenture
bearing  interest  at ten (10)  percent per annum and  maturing on December  31,
2004,  and (iii) warrants to acquire 25,000 shares of Common Stock at a price of
$2.50 per share  exercisable  at any time prior to December  31,  2000.  Several
investors  chose to  convert  their  debentures  into  shares  of  Common  Stock
immediately following the Regulation S Offering. As a result, the Company issued
775,000  shares upon such  conversions.  In the  aggregate,  the Company  issued
1,500,000  shares of Common Stock at $2.00 per share,  $3,000,000 of convertible
debentures of which $1,050,000 of remain  outstanding,  and warrants to purchase
$1,500,000  additional  shares at $2.50  per  share.  The units  were sold to 17
investors  in Germany,  New Zealand,  and  Switzerland  and were issued  without
registration  pursuant to an  exemption  from  registration  under  Regulation S
promulgated under the Securities Act.

                                      -11-
<PAGE>
     On July 30, 1999, the Company  completed a supplemental  offering of Common
Stock for no additional  consideration in connection with the Company's issuance
of stock under the Original Rule 504 Offering. After the Company determined that
certain investors paid more than the intended stock price for shares in the Rule
504 offerings,  the Company made the  supplemental  offering with shares,  which
were originally issued in the Rule 504 offerings but subsequently transferred to
the  Company's  treasury,  to reflect the Company's  original  intention to sell
shares of stock at a price  ranging  from $0.366 to $0.533 per share in its Rule
504  offerings.  As a  result,  the  Company  issued  an  aggregate  of  460,887
additional shares of Common Stock to approximately 59 investors who participated
in  the  Company's  Rule  504   offerings.   Such  shares  were  issued  without
registration under Rule 504.

     From August 7, 1998 to July 1, 1999,  the Company  issued an  aggregate  of
289,113 shares of common stock worth a total of $289,113 to certain  insiders of
the Company.  Of the $289,113,  $85,305 worth of common stock was issued to four
creditors for  conversion of loans to the Company,  and $203,808  worth of stock
was issued to three  persons for services  rendered to the Company.  Such shares
were issued  without  registration  pursuant to an exemption  from  registration
under Section 4(2) of the Securities Act as private transactions not involving a
public distribution.

     In each of the private  transactions  above, the Company believes that each
purchaser (i) had access to or was provided  information  regarding the Company;
(ii)  was  aware  that the  securities  had not been  registered  under  federal
securities  laws;  (iii) acquired the securities for his/her/its own account for
investment  purposes;  (iv)  understood  that the  securities  would  need to be
indefinitely held unless registered or an exemption from registration applied to
a proposed disposition;  and (v) was aware that the certificate representing the
securities  would bear a legend  restricting its transfer.  The Company believes
that, in light of the  foregoing,  the sale of the  Company's  securities to the
respective  acquirers did not constitute a sale of an  unregistered  security in
violation  of the  federal  securities  laws and  regulations  by  reason of the
exemptions  provided under Section 3(b) or 4(2) of the  Securities  Act, and the
rules and regulations promulgated thereunder.

ITEM 6. PLAN OF OPERATION.

     The following Plan of Operation provides information that management of the
Company believes is relevant to an assessment and understanding of the Company's
business  and  should  be  read  in  conjunction   with  the  attached   audited
Consolidated Financial Statements and Notes thereto.

OPERATIONS

     The Company has not had any revenues from  operations  since its inception.
The  Company  believes  that  it  has  sufficient  funds  to  satisfy  its  cash
requirements for the next 12 months as a result of its offering of securities in
units that included shares of Common Stock,  unsecured  convertible  debentures,
and warrants  pursuant to Regulation S promulgated  under the  Securities Act of
1933,  as  amended,  in July 1999 (the  "Regulation  S  Offering").  The Company
received  $6,000,000  in proceeds  from the  Regulations  S Offering.  Under the
Regulation S Offering,  the Company issued warrants ("Regulation S Warrants") to
acquire 1,500,000 shares of Common Stock. Each Regulation S Warrant provides the
holder the right to purchase,  subject to certain  conditions,  one share of the
Company's  Common  Stock at  $2.50  per  share,  for a total  exercise  price of
$3,750,000.  The Regulation S Warrants  expire on December 31, 2000. See "Recent
Sales Of Unregistered  Securities." The Company  currently has no other internal
or external sources of liquidity,  but anticipates that a substantial portion of
the  Regulation S Warrants will be exercised  before their  expiration  date. In
addition,  the Company  anticipates that it may raise additional funds by way of
equity or debt  financing  in the second or third  quarter of fiscal  year 2001.
There is no  assurance  that the  Company  will be able to raise any  additional
funds through  exercise of the  Regulation S Warrants or through  equity or debt
financings on terms that are favorable to the Company if at all.

RESEARCH AND DEVELOPMENT

     During the second and third quarters of 2000, the Company  acquired testing
equipment  for  approximately  $250,000.  The Company  anticipates  that it will
continue  research  and  development  to  enhance  the  technology  of the NuPro

                                      -12-
<PAGE>
Material  and  existing  product  applications  and  create  additional  product
applications  for the  NuPro  Material  over the  next 12  months.  The  Company
anticipates  that such research and development  expenses will be  approximately
$676,000 for the fiscal year 2000. The Company  expects that the source of funds
for such expenses will be the proceeds of its  Regulation S Offering that closed
in July 1999. See "Recent Sales of Unregistered  Securities." Of the $676,000 in
anticipated  research and  development  expenses  for the fiscal year 2000,  (i)
approximately  $250,000 will be attributable  to additional  product testing and
capital  expenditures for testing  equipment that the Company ordered during the
second and third  quarters of fiscal year 2000,  (ii)  approximately  $42,000 is
expected to be spent on personnel and labor  expenses  relating to the Company's
research  and  development  activities,  and  (iii)  approximately  $134,000  is
expected to be spent on supplies and general overhead  expenses  relating to the
Company's research and development activities. The Company currently anticipates
that it will begin production of pallets and deck boards with the NuPro Material
by the first  quarter of fiscal year 2001.  See "Factors  that May Affect Future
Operating Results."

PLANT AND EQUIPMENT

     During the first  quarter of fiscal year 2000,  the Company  completed  the
construction of its new administrative  and research and development  offices in
Tucson,  Arizona,  consisting of  approximately  13,400 square feet at a cost of
approximately  $1,300,000.  The purpose of the  Company's  Tucson  offices is to
provide  research and  development  facilities to enhance the NuPro Material and
existing  product  applications  and to create  new  product  applications.  The
Company's Tucson office will also serve as the Company's corporate  headquarters
and include, without limitation,  the warehouse and display of finished products
made  with the NuPro  Material  and the  training  facilities  of the  Company's
employees  and future  customers.  The  Company is  currently  in the process of
constructing two manufacturing facilities in Guaymas, Sonora, Mexico, consisting
of approximately  186,000 square feet. The Company completed the construction of
the first phase of its manufacturing  facilities,  which includes  approximately
32,000 square feet,  during the second  quarter of fiscal year 2000 at a cost of
approximately  $1,300,000.  The Company  considers its current  facilities to be
sufficient for its current and anticipated operations for the next 12 months.

     The  Company  purchased  and  installed  the  substantial  majority  of its
production  equipment  and  furniture  and fixtures  during the second and third
quarters of fiscal year 2000 at an approximate cost of $850,000. Such production
equipment  will be for  initial  set up of  production  and  testing  of product
applications  for the NuPro  Material.  Such testing will focus primarily on the
durability,  elasticity and reliability of the NuPro Material in various product
applications  under varying  conditions.  The Company  anticipates  that it will
incur  costs  of  approximately   $150,000  in  connection  with  the  purchase,
installation  and testing of additional  production  equipment during the fourth
quarter  of  fiscal  year  2001.  The  Company  believes  that  it has  reserved
sufficient  funds from the proceeds of its  Regulation S Offering that closed in
July  1999  to  complete  the  purchase  and  installation  of  such  production
equipment.

EMPLOYEES

     The Company  anticipates  that it will retain  approximately  25 additional
employees  during  fiscal year 2000,  which the Company  believes will result in
approximately  $625,000 of additional employee compensation expense. The Company
believes that such  additional  employees  will primarily  perform  engineering,
management, production, and administrative functions for the Company.

FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS

     In addition to the other  information in this Annual Report on Form 10-KSB,
the following important factors should be carefully considered in evaluating the
Company and its  business  because  such factors  currently  have a  significant
impact or may have a significant  impact on the Company's  business,  prospects,
financial condition and results of operation.

                                      -13-
<PAGE>
     NO SALES

     The Company is attempting to commercialize a new technology,  an industrial
composite material called NuPro, and has no invoiced sales to date. Although the
Company has received  funding from potential  customers  towards the development
and prototyping of a deck board product  application,  a shipping pallet product
application, and a golf driver product application and has completed prototyping
of a food processing tray product application,  the Company has not executed any
product orders to date. The Company's results of operations may be unpredictable
from quarter to quarter as a result of numerous factors,  including fluctuations
in the  development  and design of the  Company's  current  and  future  product
applications for the NuPro Material,  market acceptance of the Company's current
or future product applications for the NuPro Material,  the timing of orders and
shipments of the NuPro  Material,  or the  introduction  or the  announcement of
competitive composite materials or products.  There can be no assurance that the
Company  will be able to achieve  significant  revenue from sales of products in
the future.

     LIMITED OPERATING HISTORY

     The Company is a  development  stage company that was  incorporated  in the
Canadian Province of Ontario on November 27, 1996, as TracTop  Distributing Inc.
and  domesticated  in the state of Delaware in the United  States under the name
"NuPro Innovations Inc." on August 7, 1997. As a result, the Company has a short
operating  history to review in evaluating the Company's  business.  The Company
has limited  financial and operating data upon which the Company's  business and
prospects may be evaluated.  The Company has not generated  operating revenue to
date.

     LACK OF PRODUCT DIVERSIFICATION

     The  Company  anticipates  that all of its sales will be  derived  from the
NuPro Material. Although the Company has developed multiple product applications
for the NuPro Material, and intends to continue such development,  the Company's
product line will be based  exclusively  on the composite  formula for the NuPro
Material.  The Company has obtained the  exclusive  right to use and develop the
technology  relating  to the NuPro  Material  and to  market  and sell the NuPro
Material  pursuant to the Krida License.  If the Company  should  experience any
problems,  real or  perceived,  with product  quality or acceptance of the NuPro
Material,  or loses all or a portion of its exclusive right to use, develop, and
market the NuPro Material under the Krida License, the Company's lack of product
diversification  would have a material adverse effect of the Company's business,
financial condition, and results of operations.

     DEPENDENCE ON SINGLE MANUFACTURING FACILITY

     The Company  anticipates  that the key proprietary  chemicals that comprise
the NuPro Material will be mixed solely at one of the Company's facilities.  Any
interruption  in the  operations  or decrease in the capacity of this  facility,
whether because of equipment failure,  natural disaster, or otherwise, may limit
the Company's  ability to meet future customer demand for the NuPro Material and
would  have a  material  adverse  effect on the  Company's  business,  financial
condition, and results of operations.

     RELIANCE ON SUPPLY OF RAW MATERIALS

     The NuPro Material is a polyester/epoxy  hybrid that requires a substantial
amount  of  certain   chemical   constituents,   primarily  raw   petro-chemical
feedstocks.  Although the Company  believes  that such chemical  components  are
available  from a number of  suppliers,  the  Company  anticipates  that it will
purchase such chemical  constituents from a relatively small number of suppliers
located in Mexico  and  Venezuela.  The  Company's  ability  to obtain  adequate
supplies of chemical  compounds for the NuPro Material depends on its success in
entering into long-term  arrangements with suppliers and managing the collection
of  supplies  from  geographically   dispersed  suppliers.  The  termination  or
interruption of the Company's  significant supplier  relationships could subject
the  Company  to the  risks  that it  would be  unable  to  purchase  sufficient
quantities of raw materials to meet its production requirements or would have to
pay higher prices for  replacement  supplies.  The  termination  of  significant
sources of raw  materials or payment of higher  prices for raw  materials  could
have a material adverse effect on the Company's business,  financial  condition,
and results of operations. See "Description of Business - Suppliers."

                                      -14-
<PAGE>
     MANAGEMENT OF GROWTH

     The  Company  recently  has  experienced  growth  in  product   application
development and prototyping and expects to begin  production of pallets and deck
boards with the NuPro  Material by the first  quarter of fiscal year 2001.  This
growth  in  the   Company's   business  has  resulted  in  an  increase  in  the
responsibilities  of the  Company's  management  and is  expected to place added
pressures on the  Company's  operating  and  financial  systems.  The  Company's
ability to assimilate  new personnel  will be critical to its  performance,  and
there can be no assurance  that the  management  and systems  currently in place
will be adequate if its  operations  continue to expand or that the Company will
be able to implement  additional systems  successfully and in a timely manner as
required.

     RISKS IN DEVELOPING AND  COMMERCIALIZING  THE NUPRO MATERIAL TECHNOLOGY AND
PRODUCT APPLICATIONS

     The Company has  developed a number of product  applications  for the NuPro
Material.  The  commercialization and sale of these new product applications are
relatively  new ventures  with high costs,  expenses,  difficulties,  and delays
associated with commercialization of new products.  Such new product application
development  necessitates  the development of new production  processes for cost
effective  manufacture  in  commercial  quantities.  The Company has developed a
distribution plan for each product application, either through an internal sales
and marketing organization or through establishing  relationships with companies
with existing  distribution  networks.  This development process typically spans
over a period of years.  Although the Company in the last few years has expended
substantial sums on accomplishing  development of new product applications which
has taxed the Company's resources, significant additional funds must be expended
for  the new  product  and  process  development  and  marketing  activities  to
continue.  There is no  assurance  that the  Company  will be able to raise such
funds on terms favorable to the Company, if at all.

     Although the Company may develop  applications  for the NuPro Material that
have been previously  created with steel,  alloys,  wood,  plastic,  fiberglass,
plastic foam, or other materials, the market for products created with the NuPro
Material  is in an early  stage of  development.  Because  this  market  is only
beginning to develop,  it is difficult to assess the size of this market and the
product features and prices, the optimal distribution and manufacture  strategy,
and the competitive environment that will develop in this market.

     UNCERTAINTY OF ACCEPTANCE OF THE NUPRO MATERIAL

     The NuPro  Material  and its  applications  are still being  developed  and
commercialized.  There  can be no  assurance  that the  Company  will be able to
continue  to develop  applications  for the NuPro  Material  or that any product
applications for the NuPro Material will achieve market acceptance.  The failure
of the product  applications of the NuPro Material to achieve market acceptance,
or maintain such acceptance,  if achieved,  could have a material adverse effect
on the Company's business, financial condition, and results of operations.

     DEPENDENCE ON NON-PATENTED PROPRIETARY RIGHTS AND KNOW-HOW

     The Company's  success  depends,  in part, upon its  intellectual  property
rights  relating to its  production  process and other  operations.  The Company
anticipates  that it will rely on a combination of trade secret,  nondisclosure,
and other  contractual  arrangements,  confidentiality  procedures,  and patent,
copyright,  and trademark laws, to protect its proprietary  rights.  The Company
has filed  applications for the federal  registration of its NuPro(TM) and NuPro
Innovations(TM) marks.

     The Company uses non-patented  proprietary technology for manufacturing the
NuPro Material.  The Company  believes that the non-patented  proprietary  NuPro
Material  will  be  protected  under  trade  secret,   contractual,   and  other
intellectual  property  rights  that do not  afford  the  statutory  exclusivity
possible  for  patented  products  and  processes.  To protect  its  proprietary
technology, the Company mixes the proprietary component of the NuPro Material in
a secure  environment  at one of its  facilities.  The  production  processes to
manufacture products from the NuPro Material are not proprietary; however, there
is a certain amount of "know-how" that the Company has gained which would hinder
a person  taking the NuPro  Material and  introducing  it into the  conventional
manufacturing environment.

                                      -15-
<PAGE>
     There can be no assurance  that the steps taken by the Company with respect
to its proprietary  technology and technical  know-how will be adequate to deter
misappropriation of its proprietary information or that the Company will be able
to  detect   unauthorized  use  and  take  appropriate   steps  to  enforce  its
intellectual  property rights.  The Company's  proprietary  information may also
become known to or  independently  developed by,  competitors,  or the Company's
non-patented  proprietary  rights may be  challenged.  Such events  could have a
material  adverse effect on the Company's  business,  financial  condition,  and
results of operations.

     COMPETITION

     Competition in the markets for industrial materials,  which includes, among
other things,  steel,  plastics,  wood,  and  fiberglass,  is largely based upon
quality and price.  Many of the  Company's  competitors  have greater  financial
resources  than those  available  to the Company and certain  competitors  spend
substantially greater amounts for advertising and promotion.  In addition,  many
of the  Company's  competitors  are  more  established  and  have  greater  name
recognition.

     INTRODUCTION OF NEW PRODUCT APPLICATIONS

     The Company's  success will primarily  depend upon its ability to introduce
new  product  applications  that  achieve  market  acceptance.   To  meet  these
challenges,  the  Company  invests  and  expects  to  continue  to invest in the
development of new product applications and production  processes.  There can be
no assurance  that the Company will be able to respond  effectively to the needs
of emerging  markets or that markets  will develop for any product  applications
introduced or under development by the Company.

     ENVIRONMENTAL LIABILITIES

     Actions by Federal,  state, and local governments concerning  environmental
matters could result in  environmental  laws or regulations  that could increase
the cost of producing the NuPro Material and the product applications  developed
by the Company, or otherwise adversely affect the demand for the NuPro Material.
At present, during the Company's early stage of development,  environmental laws
and  regulations  do not have a material  adverse effect upon the demand for the
NuPro Material. In addition,  certain of the Company's operations are subject to
Federal,  state,  and  local  environmental  laws and  regulations  that  impose
limitations on the discharge of pollutants  into the air and water and establish
standards  for the  treatment,  storage,  and  disposal  of solid and  hazardous
wastes.  While the Company has not had to make significant capital  expenditures
for environmental compliance,  the Company cannot predict with any certainty its
future capital  expenditure  requirements  relating to environmental  compliance
because of continually changing compliance standards and technology. The Company
does not have  insurance  coverage for  environmental  liabilities  and does not
anticipate  obtaining such coverage in the future. See "Business  Regulation and
Environmental Considerations."

     The Company is also subject to the  Comprehensive  Environmental  Response,
Compensation and Liability Act of 1980, as amended ("CERCLA"), and similar state
laws which impose  liability  without  regard to fault or to the legality of the
original  action,  on certain  classes of persons  (referred  to as  potentially
responsible  parties or "PRPs") associated with the release or threat of release
of certain hazardous  substances into the environment.  Generally,  liability of
PRPs  to  the   government   under  CERCLA  is  joint  and  several.   Financial
responsibility  for the  remediation  of  contaminated  property  or for natural
resources  damage can extend to properties  owned by third parties.  The Company
believes  that it is in  substantial  compliance  with  all  environmental  laws
applicable  to its  business.  There can be no  assurance  that the Company will
respond  effectively  to changes in CERCLA and similar state laws, if necessary,
relating  to the  release or threat of release of certain  hazardous  substances
into the environment.

     PRODUCT LIABILITY CLAIMS

     The  manufacture of the NuPro Material could expose the Company to the risk
of product  liability  claims.  While the Company has had no material  liability
with respect to product  liability  claims to date,  the Company is still in its
development  stages.  After the Company begins  production  and achieves  sales,
product  liability  claims could have a material adverse effect on the Company's
business,  financial  condition,  and results of  operations.  While the Company

                                      -16-
<PAGE>
maintains  product  liability  insurance  against the  possibility  of defective
product claims there can be no assurance that such insurance would be sufficient
to protect the Company against liability from such claims.

     DEPENDENCE ON KEY PERSONNEL

     The activities of the Company,  including  exploitation  and development of
innovative  polymer  composite  formulations,  and, as a result,  the  Company's
future success, will depend to a significant extent on its senior management and
other key  employees.  Certain  officers of the Company  have engaged in related
activities in Germany, Canada, and the United States for approximately 35 years.
The Company's Chief Executive Officer and President, Luba Veselinovic, is not an
employee  of the  Company  but is  serving  in  such  capacities  pursuant  to a
Secondment Agreement between the Company and Krida Overseas, which is controlled
by Mr.  Veselinovic  and employs Mr.  Veselinovic.  The terms of the  Secondment
Agreement provide for a consulting  relationship in which the Company pays Krida
Overseas to receive the  services of certain  employees of Krida  Overseas.  The
Secondment  Agreement  does not create an  employment  relationship  between the
Company  and the  Krida  Overseas  employees,  including  Mr.  Veselinovic,  but
establishes  terms under which such employees of Krida Overseas provide services
for the Company.  As the Company's  President and Chief Executive  Officer,  Mr.
Veselinovic will be primarily  responsible for the day-to-day  operations of the
Company and serve the Company in a policy-making  capacity.  Any interruption of
or default  by the  Company  under the  Secondment  Agreement  may result in the
Company  losing the  services  of Mr.  Veselinovic,  which could have a material
adverse effect on the Company's business,  financial  condition,  and results of
operations. See "Certain Relationships and Related Transactions."

     The Company also  believes  that its future  success will depend in a large
part on its ability to attract and retain key  employees.  Competition  for such
personnel  is intense,  and there can be no  assurance  that the Company will be
successful in attracting and retaining such personnel.  The Company's  inability
to attract and retain additional key employees or the loss of one or more of its
current key  employees  could have a material  adverse  effect on the  Company's
business, financial condition, and results of operations.

     CONFLICTS RELATING TO THE MANAGEMENT OF THE COMPANY

     Pursuant to the Purchase Agreement,  the Company acquired substantially all
of the assets and liabilities of TrucTech,  Inc. The total consideration for the
TrucTech  Acquisition  was 7,333,333  shares of Common  Stock.  Pursuant to U.S.
GAAP,  the  TrucTech  Acquisition  is accounted  for as a "reverse  acquisition"
whereby NuPro is considered the acquired  corporation and TrucTech is considered
the surviving  corporation.  The net effect of the TrucTech Acquisition is that,
as of the  acquisition  date,  NuPro  acquired all of the  outstanding  stock of
TrucTech.  Certain  directors,  officers,  employees,  and  stockholders  of the
Company were also directors,  officers, employees, and stockholders of TrucTech.
As a result,  certain conflicts of interest existed with respect to the TrucTech
Acquisition,  and the subsequent  distribution of the 7,333,333 shares of Common
Stock to the  TrucTech  stockholders  pursuant to a proposed  Plan of  Voluntary
Dissolution of TrucTech. See "Certain Relationships and Related Transactions."

     Krida Overseas which is controlled by Luba Veselinovic, President and Chief
Executive  Officer of the  Company,  owns the  technology  relating to the NuPro
Material  and  licenses  to the  Company  the right to use and  market the NuPro
Material in its operations pursuant to the Krida License. Any interruption of or
default by the  Company  under the license  agreement  may result in the Company
losing all or a portion of its exclusive right to use,  develop,  and market the
NuPro  Material,  which would have a material  adverse  effect on the  Company's
business,  financial condition, and results of operations.  As an officer of the
Company,   Mr.   Veselinovic   has  fiduciary   obligations   to  the  Company's
stockholders,  which may conflict  with his own interests as an affiliate of the
owner  of  the  NuPro   Material.   See  "Certain   Relationships   and  Related
Transactions."

     POLITICAL FACTORS

     Certain critical functions and operations of the Company are carried out in
Mexico in accordance with the North American Free Trade Agreement ("NAFTA"). Any
political  unrest in Mexico could have a material  adverse effect on the Company
and its business  activities.  Direct  foreign  investment  is often  subject to
specific local  political  risks,  including but not limited to, change of laws,
lack of enforcement or discriminatory  enforcement of laws, acts of violence, or

                                      -17-
<PAGE>
other  unforeseen  events.  Occurrence  of any one or more of these events could
have a material adverse effect on the Company's business,  financial  condition,
and results of operations.

     ECONOMIC FACTORS

     Direct foreign  investment in other countries  involves  potential economic
factors such as currency  devaluation,  inflation,  interest rate  fluctuations,
exchange controls,  restrictions on currency repatriation,  unidentified adverse
changes in internal or  international  policies,  and changes in world  economic
conditions. Occurrence of any one or more of these or similar factors may have a
material  adverse effect on the Company's  business,  financial  condition,  and
results of operations.

     CURRENCY FLUCTUATION

     The Company has significant  operations located in Mexico.  Currently,  the
Mexican pesos may be readily  exchanged for U.S.  currency in Mexican banks, and
the exchange rate relating to Mexican  pesos has been  generally  stable for the
past five years in comparison to the exchange rate fluctuations  relating to the
currencies of certain  other  countries.  The current  exchange rate for Mexican
pesos could change at any time by the  direction of the  government  or economic
developments  and such  changes  could  have a  material  adverse  effect on the
Company's business, financial condition, and results of operations.

     The Company  anticipates that it will acquire a substantial  portion of its
chemical supplies from sources in Mexico,  Venezuela, and Romania. To the extent
the  exchange  rate  for  currencies  in  any  of  such   countries   fluctuates
significantly, such fluctuations could make the Company's chemical supplies more
expensive to acquire and, as a result,  could have a material  adverse effect on
the Company's business, financial condition, and results of operations.

     LABOR MATTERS

     The operating activities that the Company is establishing in Mexico require
the engagement and expertise of local labor. Various issues with employees could
be raised, such as wages, working conditions,  security, housing, hours of work,
advancement,  and medical plans.  Any  difficulties  in  relationships  with the
employees of the Company could have a material  adverse  effect on the Company's
business, financial condition, and results of operations.

     PROJECTIONS

     The  Company has  prepared  internal  projections  to be used solely by the
Company's  management  to prepare the Company's  business plan and budget.  Such
projections are speculative for the following reasons, among others: comparative
historical results do not exist; the Company is at an early stage of development
of its  operations  and business  plans;  and the Company has not  confirmed the
feasibility  of  product  and  technology  applications.  Projections  are  only
examples  of what could  occur if the  underlying  assumptions  actually  occur.
Because of the various risks involved in the proposed activities,  the Company's
projections  could prove to be inaccurate in material respects for any operating
activities,  which  could  have a  material  adverse  effect  on  the  Company's
business, financial condition, and results of operations.

     POSSIBLE ANTI-TAKEOVER EFFECT OF CERTAIN CHARTER PROVISIONS.

     The  Company's  Certificate  of  Incorporation   authorizes  the  Board  of
Directors  to  issue,  without  stockholder  approval,  one or  more  series  of
preferred  stock having such  preferences,  powers and relative,  participating,
optional  and  other  rights  (including   preferences  over  the  Common  Stock
respecting  dividends  and  distributions  and  voting  rights)  as the Board of
Directors may  determine.  The issuance of this  "blank-check"  preferred  stock
could render more  difficult or discourage  an attempt to obtain  control of the
Company by means of a tender offer, merger, proxy contest, or otherwise.

                                      -18-
<PAGE>
     ISSUANCE OF ADDITIONAL SECURITIES; DILUTIVE EFFECT

     The  Company  will  have  authority  to offer  shares of  preferred  stock,
additional  shares of Common Stock or other equity or debt  securities for cash,
in exchange  for property or  otherwise.  Stockholders  will have no  preemptive
right to acquire any such securities, and any such issuance of equity securities
could result in dilution of an existing stockholder's investment in the Company.
In  addition,  the  Board of  Directors  has the  authority  to issue  shares of
preferred stock having preferences and other rights superior to Common Stock.

     LIMITED MARKET FOR COMMON STOCK

     The Company's Common Stock is covered by Securities and Exchange Commission
rules that impose additional sales practice  requirements on broker-dealers  who
sell  securities  priced at under $5.00  (so-called  "penny  stocks") to persons
other  than   established   customers  and   accredited   investors   (generally
institutions  with assets in excess of $5 million or individuals  with net worth
in excess of $1 million or annual income exceeding  $200,000 or $300,000 jointly
with their spouse).  For transactions  covered by such rules, the  broker-dealer
must make a special suitability  determination for the purchaser and receive the
purchaser's  written agreement to the transaction  prior to the sale.  Moreover,
such rules also require that brokers  engaged in secondary sales of penny stocks
provide customers written disclosure documents, monthly statements of the market
value of penny stocks,  disclosure of the bid and ask prices,  disclosure of the
compensation to the broker-dealer, and disclosure of the salesperson working for
the   broker-dealer.   Consequently,   the  rules  may  affect  the  ability  of
broker-dealers  to sell the  Company's  Common  Stock  and also may  affect  the
ability of persons receiving such Common Stock to sell their Common Stock in the
secondary  market.  These trading  limitations tend to reduce  broker-dealer and
investor  interest in "penny stocks" and could operate to inhibit the ability of
the Company's Common Stock to reach a $3 per share trading price that would make
it eligible for quotation on NASDAQ, even if the Company otherwise qualifies for
quotation on NASDAQ.

ITEM 7. FINANCIAL STATEMENTS.

     Reference  is made to the  Consolidated  Financial  Statements,  the  Notes
thereto and Report of Independent  Auditors thereon included in Page F/S of this
Report, which Consolidated  Financial Statements,  Notes and Report are included
herein by reference.

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

     The Company changed its  independent  auditor from BDO Dunwoody LLP to S.E.
Clark & Company,  P.C. on  February  8, 1999.  S.E.  Clark & Company,  P.C.  has
audited the Company's financial statements for the years ended November 30, 1998
and 1999.  This change was by mutual consent due to the Company's  domestication
in the State of  Delaware  from the  Canadian  Province  of Ontario on August 7,
1997. The change was approved by the Company's  Board of Directors.  None of the
former  accountant's  reports on the Company's  financial  statements contain an
adverse  opinion or disclaimer of the opinion or was modified as to uncertainty,
audit  scope or  accounting  principles.  There were no  disagreements  with the
former accountant on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure or any reportable events.

                                    PART III

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

     The  following  table  sets  forth  information  concerning  the  Company's
executive  officers  and  directors.  Except  as  otherwise  noted,  none of the
executive  officers are directors or officers of any publicly owned  corporation
or entity.

                                      -19-
<PAGE>
              NAME                 AGE                 POSITION
              ----                 ---                 --------
     Luba Veselinovic               62     President and Chief Executive Officer
     Ernesto Zaragoza de Cima       46     Vice President, Director
     Lawrence J. McEvoy Jr., JD     68     Secretary, Director
     Elke Veselinovic               59     Treasurer, Director
     Charles H. Green               43     Director
     Reiner Becker                  39     Director

     The term of  office of each  director  of the  Company  is for one year and
until his or her successor is elected at the annual stockholders' meeting and is
qualified,  subject to removal by the  stockholders.  All officers  serve at the
discretion of the Company's Board of Directors and until his or her successor is
elected at the annual meeting of the Board of Directors and is qualified.

     LUBA VESELINOVIC was elected  President and Chief Executive  Officer of the
Company  effective June 1, 1999. Mr.  Veselinovic  has served as a member of the
Advisory  Council  since June 1998 and serves as President  and Chief  Executive
Officer of the Company  pursuant to a Secondment  Agreement  between the Company
and Krida Overseas. Mr. Veselinovic devotes 100% of his professional time to the
business  affairs of the Company.  Mr.  Veselinovic  has been  employed by Krida
Overseas, which is primarily a stock holding company, as a consultant since 1989
and has  provided  consultant  services to both the  Company  and the  Company's
predecessor,  TracTop Distributing, Inc. Mr. Veselinovic has been engaged by the
Company since June 1998 as Chairman of the Advisory  Council and,  through NAFTA
Technology,  Trading and Consulting, was retained in the position of Director of
Technology and Manufacturing for the Company from June 1998 to June 1999. He was
previously retained in a similar position by TrucTech. NAFTA Technology, Trading
and Consulting is owned by Mr.  Veselinovic's  spouse, Elke Veselinovic,  who is
the Treasurer and a director of the Company.

     From  1972 to  1988,  Mr.  Veselinovic  founded  and was the  President  of
Plastics  Group  Technologies  Inc.,  which was an OEM  integrated  manufacturer
specializing in the automotive and computer  industries with  approximately  750
employees.  Mr.  Veselinovic has developed  several  technologies  including the
NuPro   Material.   Mr.   Veselinovic   received   his   Bachelor's   Degree  in
Electro-Chemistry from the College for Electro-Chemistry in Belgrade, Yugoslavia
in 1959.

     ERNESTO ZARAGOZA DE CIMA has served as a director of the Company since June
1998 and was elected Vice  President of the Company  effective June 1, 1999. Mr.
Zaragoza  devotes  approximately  10% of his  professional  time to the business
affairs of the Company. Mr. Zaragoza de Cima has also served as the President of
NuPro  Innovation de Mexico,  S.A. de C.V., a majority  owned  subsidiary of the
Company,  since 1998. From 1983 to present, Mr. Zaragoza de Cima has also served
as the president of a number of family-owned  businesses in the State of Sonora,
Mexico.  Such  businesses  include real estate  entities such as  Inversiones de
Guaymas, S.A. de C.V., Arrendadora Comercial de Sonora, Zarci, S.A. de C.V., and
Kori, S.A. de C.V., a construction  entity named Hulzar,  S.A. de C.V., a bakery
store entity named Pan Rico, S.A. de C.V., a ranching  operation named Rancho La
Noria, a hunting corporation called Club Solimar, and TopTrac,  S.A. de C.V. Mr.
Zaragoza received a Bachelor's Degree of Business  Administration from Instituto
Tecnologico de Estudios Superiores de Monterrey in Mexico in 1977.

     LAWRENCE  MCEVOY JR. has served as Secretary  and a director of the Company
since June 1998. Mr. McEvoy devotes  approximately  10% of his professional time
to the business affairs of the Company.  Mr. McEvoy has practiced law in private
practice  as a member of the  Georgia  bar with the law firm of  Bynum,  Lewis &
McEvoy from 1997 to present and the law firm of McEvoy & Broadbear  from 1987 to
1997.  Mr. McEvoy  received his Juris  Doctorate  degree from the  University of
Virginia in 1965.

     ELKE  VESELINOVIC  has served as  Treasurer  and a director  of the Company
since June 1998. Mrs.  Veselinovic  devotes 100% of her professional time to the
business affairs of the Company.  From 1989 to 1998, Mrs.  Veselinovic served as
President  of  TrucTech,  Inc.,  a Georgia  corporation  that was a research and
development   company  for  the  NuPro  Material.   Mrs.   Veselinovic  is  Luba
Veselinovic's wife. Mrs. Veselinovic received a Degree from the Business College
in Bad Segeberg, Germany in 1959.

                                      -20-
<PAGE>
     CHARLES  H. GREEN has served as a director  of the  Company  since  January
2000. Prior to becoming a director,  Mr. Green served on the Company's  Advisory
Council  since June 1998.  Mr.  Green has  served as Vice  President  of the SBA
Division of U.S. Bank  immediately  since the  dissolution  of Mr. Green's prior
employer,  Southeast  Capital  Associates  LLC, in 1998.  From 1992 to 1998, Mr.
Green  served as  Managing  Member  of  Southeast  Capital  Associates  LLC,  an
Atlanta-based commercial banking firm that assisted in financing small business,
which dissolved in 1998. Mr. Green received his Bachelor's of Science in Finance
from the University of Alabama in 1979.

     REINER  BECKER has served as a director of the Company  since January 2000.
Mr. Becker has been a self-employed management consultant since 1993. Mr. Becker
received his  Bachelor's  Degree in Business  Economics  from the  University of
Saarland in Saarbrueken, Germany.

ADVISORY COUNCIL

     The Company formed an advisory council (the "Advisory Council") on March 1,
1998, which serves as a group that provides advisory services to the Company and
the  Company's  Board of  Directors.  The Company  believes  that members of the
Advisory  Council  represent  a  diverse  range  of  professional,   management,
technical, and geographic perspectives.  The Advisory Council meets twice a year
and at various other times as necessary.  Each member of the Advisory Council is
paid a fixed fee of $500 per  quarter  and  receives  $1000  plus  out-of-pocket
travel expenses for each Advisory Council meeting attended. In addition,  during
fiscal year 1998,  each  member of the  Advisory  Council  received an option to
purchase  15,000 shares of Common Stock at an exercise price of $4.00 per share.
Members of the Advisory Council did not receive  compensation for service on the
Advisory  Council during fiscal year 1999.  Each member of the Advisory  Council
has also  entered  into an  indemnification  agreement  with the  Company  which
provides  for the  Company to  indemnify  each  member of the  Advisory  Council
against expenses,  including attorneys' fees,  reasonably incurred in connection
with  actions  against or  threatened  against such member by reason of the fact
that such member was a member of the Advisory Council or by reason of any action
or inaction taken by such member while acting in the capacity of a member of the
Advisory Council.  The members of the Company's Advisory Council as of September
29, 2000 were:

     LUBA  VESELINOVIC,  age 62, has  served as  President  and Chief  Executive
Officer of the Company  since June 1999 and as a member of the Advisory  Council
since June 1998.  See  "Directors,  Executive  Officers,  Promoters  and Control
Persons."

     M. GERRY MALLOY,  age 57, has served as a member of the Company's  Advisory
Council  since June 1998.  Mr.  Malloy has  served as  President  and  Principal
Engineer of Kaptest  Engineering  Limited since he founded  Kaptest  Engineering
Limited  in 1976.  Mr.  Malloy  received  his  Bachelor's  Degree in  Mechanical
Engineering from the General Motors Institute in 1967 and his Master's Degree in
Engineering from McMaster University in 1968.

     PATRICK W. OLIVE,  age 56, has served as a member of the  Advisory  Counsel
since June 1998. Mr. Olive has served as  Commissioner  of Economic  Development
for Durham Region, which is a part of the Toronto metropolitan area, since 1985.
Mr. Olive  received his  undergraduate  degree in Economics and  Geography  from
Brock  University,  a  Master's  Degree  in  Urban  Regional  Planning  from the
University  of Waterloo and a Master's  Degree in Business  Administration  from
York University.

     CHARLES  PETTIS,  age 73,  has served as a member of the  Advisory  Council
since June 1998.  Mr.  Pettis has been an  independent  realtor since 1994 and a
real estate  consultant to the UA Foundation  since 1988. Mr. Pettis  received a
Bachelor's of Arts Degree in Psychology from San Jose State University in 1950.

                                      -21-
<PAGE>
     WILFRIED  BOELKE,  age 64, has served as a member of the  Advisory  Council
since  January  2000.  Mr.  Boelke has  practiced as a German  certified  public
accountant  and tax  consultant  in Berlin and Essen,  Germany  for more than 30
years. Mr. Boelke received his Bachelor's Degree in Business  Economics from the
University of Cologne in 1963 and his Master's Degree in Business  Economics and
Political Science from the University of Mainz in 1969.

ITEM 10. EXECUTIVE COMPENSATION.

     The  following  table sets forth the  compensation  received  for  services
rendered to the Company or its subsidiaries in all capacities  during the fiscal
year ended November 30, 1999 by the Company's Chief  Executive  Officer and each
of the Company's other executive officers who received compensation in excess of
$100,000  (the "Named  Executive  Officers"),  which  includes  salary and bonus
earned during the fiscal year ended November 30, 1999.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                      ANNUAL COMPENSATION                     LONG-TERM COMPENSATION AWARDS
                                --------------------------------   ------------------------------------------------------
                                                                                                          PAYOUTS
                                                                                                   ----------------------
                                                       OTHER                       SECURITIES
  NAME AND PRINCIPAL                                   ANNUAL      RESTRICTED      UNDERLYING       LTIP       ALL OTHER
      POSITION           YEAR   SALARY($)   BONUS   COMPENSATION   STOCK AWARD   OPTIONS/SARS(#)   PAYOUTS   COMPENSATION
  ------------------     ----   ---------   -----   ------------   -----------   ---------------   -------   ------------
<S>                      <C>    <C>         <C>        <C>            <C>            <C>            <C>         <C>
Luba Veselinovic (1)     1999   120,000(2)    0          0              0              0              0           0
  President and Chief
  Executive Officer

Gary A. Fitchett (3)     1999    60,000(4)    0          0              0              0              0           0
</TABLE>

(1)  Mr.  Veselinovic was elected  President and Chief Executive  Officer of the
     Company  effective  June 1, 1999. Mr.  Veselinovic  serves as President and
     Chief  Executive  Officer  pursuant to a Secondment  Agreement  between the
     Company and Krida Overseas,  which is Mr. Veselinovic's employer.  Pursuant
     to the Secondment  Agreement,  the Company pays Krida Overseas $150,000 per
     year for the services of one or more employees of Krida Overseas, including
     Mr. Veselinovic.
(2)  During fiscal year 2000, the Company paid $99,500 to Krida Overseas for the
     services of Mr. Veselinovic as President and Chief Executive Officer of the
     Company  during the fiscal  year ended  November  30,  1999,  the  balance,
     $20,500, has been accrued but not paid by the Company.
(3)  Mr.  Fitchett  resigned as  President  and Chief  Executive  Officer of the
     Company effective June 1, 1999.
(4)  The compensation  payable to Mr. Fitchett for his services as President and
     Chief  Executive  Officer  of the  Company  during  the  fiscal  year ended
     November 30, 1999 has been accrued but not paid by the Company.

     OPTION GRANTS

     The Company did not grant options to the Named  Executive  Officers  during
the fiscal year ended  November 30, 1999, or during the first three  quarters of
fiscal year 2000.

                                      -22-
<PAGE>
                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
                                                                                VALUE OF
                                                    NUMBER OF SECURITIES     UNEXERCISED IN-
                                                         UNDERLYING             THE-MONEY
                                                    UNEXERCISED OPTIONS/     OPTIONS/SAR'S AT
                                                     SARS AT FY-END (#)         FY-END ($)
                       SHARES                       --------------------     ----------------
                     ACQUIRED ON       VALUE           EXERCISABLE/            EXERCISABLE/
      NAME           EXERCISE(#)     REALIZED($)       UNEXERCISABLE          UNEXERCISABLE
      ----           -----------     -----------       -------------          -------------
<S>                     <C>            <C>               <C>                     <C>
Luba Veselinovic          0              --              15,000(1)/0               None
Gary A. Fitchett          0              --              25,000(2)/0               None
</TABLE>

----------
(1)  Mr.  Veselinovic  was granted  options to purchase  15,000 shares of Common
     Stock for $4.00 per share as compensation  for his service on the Company's
     Advisory Council in fiscal year 1998. These options will expire on December
     31, 2000.

(2)  Mr.  Fitchett was granted options to purchase 25,000 shares of Common Stock
     for $4.00 per share as compensation  for his service on the Company's Board
     of Directors in fiscal year 1998. These options will expire on December 31,
     2002.

     COMPENSATION OF DIRECTORS

     Directors of the Company may be paid such  compensation  for their services
and such  reimbursements  for expenses of  attendance  at board  meetings as the
Board of Directors  may from time to time  determine.  During  fiscal year 1998,
each member of the  Company's  Board of  Directors  received  options to acquire
25,000  shares of the  Company's  Common  Stock at $4.00  per share as  director
compensation.  In addition, each member of the Advisory Council received options
during fiscal year 1998 to acquire  15,000 shares of the Company's  Common Stock
at $4.00 per share as  advisory  council  compensation.  Neither  directors  nor
members of the Advisory  Council received or are scheduled to receive options as
compensation  for service on the Board of Directors or Advisory  Council  during
fiscal year 1999 or 2000.  Mr.  McEvoy was paid $2,000 for each of the third and
fourth  quarters  of fiscal  year 1999 and is paid  $3,000 per quarter in fiscal
year 2000 for his services as Secretary of the Board of Directors.

     EMPLOYMENT  CONTRACTS AND  TERMINATION  OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS

     The  Company  is not a party  to any  employment  contracts;  however,  the
Company is a party to the Secondment  Agreement with Krida  Overseas,  effective
December 1, 1998,  under which the Company  has  retained  the  services of Luba
Veselinovic as President and Chief Executive Officer. Pursuant to the Secondment
Agreement, the Company pays Krida Overseas $150,000 per year for the services of
one or more employees of Krida Overseas,  including Mr. Veselinovic. The initial
term of the Secondment Agreement is five years, which is automatically renewable
for additional five-year periods.

     Additionally,  the Company has entered into a perpetual  license  agreement
with Krida  Overseas for the  exclusive  right to use,  develop,  and market the
NuPro Material  worldwide.  The license  agreement  contains a limitation on the
exclusiveness of the license after December 31, 2002, if Mr.  Veselinovic is not
an executive  officer of the Company and the Company does not meet certain sales
expectations  to be  negotiated  between  Krida  Overseas and the Company.  As a
result,  after December 31, 2002, the Company's exclusive right to use, develop,
and market the NuPro  Material  may  terminate if Mr.  Veselinovic  is no longer
serving as an  executive  officer of the Company  and the Company  does not meet
certain sales performance levels.

                                      -23-
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following  table sets forth the numbers of shares and percentage of all
shares of the Company's  Common Stock  outstanding as of September 29, 2000 held
by (i) any person known to the Company to be the beneficial  owner of 5% or more
of the  Company's  outstanding  Common  Stock,  (ii) each director and executive
officer of the Company,  and (iii) all  directors  and  executive  officers as a
group.

         NAME AND ADDRESS              AMOUNT & Nature of
      OF BENEFICIAL OWNER (1)           BENEFICIAL OWNER    PERCENT OF CLASS (2)
      -----------------------           ----------------    --------------------
5% STOCKHOLDERS

Bavaria Hotel Holding International
GmbH(3)                                    2,325,000(4)           17.36%

DIRECTORS AND EXECUTIVE OFFICERS

Luba Veselinovic                           3,240,183(5)           25.68%
Ernesto Zaragoza de Cima                     108,948(6)              *
Lawrence J. McEvoy Jr.                       126,805(7)            1.00%
Elke Veselinovic                           3,240,183(8)           25.68%
Charles H. Green(9)                           18,000(10)             *
Reiner Becker(11)                            525,000(12)           4.12%

All Executive Officers and Directors
as a Group (6 Persons)                     4,018,936(13)          31.28%

----------
* Represents beneficial ownership of less than 1%.

(1)  Except as  otherwise  indicated,  each  holder may be reached  through  the
     Company at 3296 East Hemisphere Loop, Tucson, Arizona 85706-5013.
(2)  The percentages shown are calculated based upon 12,617,217 shares of Common
     Stock  outstanding on September 29, 2000. The numbers and percentages shown
     include the shares of Common Stock actually owned as of September 29, 2000,
     and the shares of Common Stock that the identified  person or group had the
     right to acquire within 60 days of such date. In calculating the percentage
     of  ownership,  all shares of Common  Stock that the  identified  person or
     group had the right to acquire  within 60 days of September 29, 2000,  upon
     the  exercise of options or warrants are deemed to be  outstanding  for the
     purpose of computing the  percentage of the shares of Common Stock owned by
     such person or group,  but are not deemed to be outstanding for the purpose
     of  computing  the  percentage  of the shares of Common  Stock owned by any
     other person.
(3)  Bavaria Hotel Holding  International  GmbH is a wholly owned  subsidiary of
     Blue  Lion  GmbH  & Co.  Holding  KG,  which  is  wholly  owned  by  Stefan
     Schoenghuber, a German resident. Mr. Schoenghuber has sole investment power
     with  respect  to the  shares  held in the name of  Bavaria  Hotel  Holding
     International GmbH.
(4)  Includes  775,000  shares of Common Stock  subject to warrants  exercisable
     within 60 days of September 29, 2000.
(5)  Consists of 2,784,213  shares owned by Krida Overseas,  which is controlled
     by Mr. Veselinovic,  and 415,970 shares owned by the Veselinovic Children's
     Trust, which is controlled by Mr.  Veselinovic's  spouse, Elke Veselinovic.
     Includes  15,000 shares of Common Stock subject to options  exercisable  by
     Mr.  Veselinovic  within 60 days of  September  29, 2000.  Includes  25,000
     shares of Common Stock subject to options  exercisable by Mrs.  Veselinovic
     within 60 days of September 29, 2000.

                                      -24-
<PAGE>
(6)  Includes  25,000  shares of Common  Stock  subject to  options  exercisable
     within 60 days of September 29, 2000.
(7)  Consists of 4,286 shares owned by the McEvoy Family Trust and 97,519 shares
     owned  directly  by Mr.  McEvoy.  Includes  25,000  shares of Common  Stock
     subject to options exercisable within 60 days of September 29, 2000.
(8)  Consists of 415,970 shares owned by the Veselinovic  Children's  Trust, and
     2,784,213  shares  owned by Krida  Overseas,  which is  controlled  by Mrs.
     Veselinovic's  spouse,  Luba Veselinovic.  Includes 25,000 shares of Common
     Stock subject to options exercisable by Mrs.  Veselinovic within 60 days of
     September  29, 2000.  Includes  15,000  shares of Common  Stock  subject to
     options  exercisable  by Mr.  Veselinovic  within 60 days of September  29,
     2000.
(9)  Mr. Green was appointed a director of the Company on January 20, 2000.
(10) Includes  15,000  shares of Common  Stock  subject to  options  exercisable
     within 60 days of September 29, 2000.
(11) Mr. Becker was appointed a director of the Company on January 20, 2000.
(12) Consists of 25,000  shares  owned by Mr.  Becker's  spouse,  Diane  Becker.
     Includes  125,000  shares of Common Stock  subject to warrants  exercisable
     within 60 days of September 29, 2000.
(13) For  purposes of  determining  the total  number of shares of Common  Stock
     beneficially  owned by all executive officers and Directors as a group, the
     shares  reported  as  beneficially  owned  by  Luba  Veselinovic  and  Elke
     Veselinovic have been included once.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The Company's Board of Directors has a policy that any transactions between
the Company and any of its  executive  officers and  directors  will be on terms
believed  to be no less  favorable  to the Company  than could be obtained  from
unaffiliated  third  parties and will be in  connection  with bona fide business
purposes of the Company.

     Effective  November 1, 1997, the Company  entered into a lease with Ernesto
Zaragoza de Cima,  a director and Vice  President  of the  Company,  for certain
prototyping,  tool modeling, and administrative  facilities in Guaymas,  Sonora,
Mexico,  consisting of 2,482 square feet.  Rent under the lease is payable in an
amount  equal to  $1,015.50  per month.  The initial  term of the lease is for a
period of five years.  After the initial term,  the lease may be extended at the
option of the Company for an additional five-year period.

     During fiscal year 1998,  each member of the  Company's  Board of Directors
received  options to purchase 25,000 shares of Common Stock at an exercise price
of $4.00 per share. In addition,  each of the members of the Company's  Advisory
Council  received  options  to  purchase  15,000  shares of  Common  Stock at an
exercise price of $4.00 per share.

     In May 1999, Luba Veselinovic entered into an agreement (on behalf of Krida
and the  Veselinovic  Children's  Trust) with Gary  Fitchett,  personally and on
behalf of the Fitchett Family Trust, Pinecrest Consultants, Inc., and Management
Synergistics  to  purchase  1,000,000  shares  of  the  Company's  Common  Stock
controlled by Mr. Fitchett for the aggregate price of $500,000.  Upon closing of
the transaction,  which has not occurred to date, $250,000 of the purchase price
is payable with the remaining  $250,000  balance payable by a promissory note to
be co-signed by Luba  Veselinovic and the Company.  The parties  anticipate that
the promissory note will be payable according to the following schedule:

                                        Monthly         Annual
                                        -------        ---------
               Year one                 $ 2,500        $  30,000
               Year two                   5,000           60,000
               Year three                 7,500           90,000
               Year four                 10,000           70,000
                                                       ---------
                                                       $ 250,000
                                                       =========

                                      -25-
<PAGE>
     In the event that the note is not fully paid by August  31,  2004,  500,000
shares shall be returned to Mr. Fitchett. While the Company is not the principal
signer of the promissory note, it is expected that the cash flows will come from
the Company as payment of compensation  or accrued  management fees owed to Luba
Veselinovic  or one of his  affiliated  entities.  Management  fees  due to Luba
Veselinovic or his  affiliated  entities in the amount of $175,000 shall also be
withheld and payable under the above-mentioned terms.  Management fees in excess
of $175,000  accruing to Luba Veselinovic or his affiliates shall be payable out
of available  funds.  The withheld  fees may  otherwise be paid to make the note
payments  or  personal  obligations  of  Mr.  Veselinovic  to Mr.  Fitchett.  An
additional  200,000  shares were provided by Fitchett to  Veselinovic to use for
special consideration at no charge.

     On August 24, 1999, NuPro Innovation  Mexico S.A. de C.V., a majority-owned
subsidiary of the Company ("NuPro  Mexico"),  entered into a Buy-Sell  Agreement
with Ernesto Zaragoza de Cima, a Vice President and director of the Company,  to
acquire  approximately 6,176 square meters of land in Guaymas,  Sonora,  Mexico.
The  land  was  acquired  for  approximately  $100,000  and  was  used  for  the
construction  of the  Company's  new  manufacturing  facilities  in Mexico.  See
"Description of Property" and "Plan of Operation - Plant and Equipment."

     Pursuant to the Purchase Agreement,  the Company acquired substantially all
of the assets  and  liabilities  of  TrucTech.  Under the terms of the  TrucTech
Acquisition,  the Company  acquired  TrucTech's  assets and  assumed  TrucTech's
liabilities  in exchange for  7,333,333  shares of the  Company's  Common Stock,
which represented  approximately 73% of the Company's  outstanding  Common Stock
immediately following the TrucTech  Acquisition.  The net effect of the TrucTech
Acquisition  is that,  as of the  acquisition  date,  NuPro  acquired all of the
outstanding stock of TrucTech.  Pursuant to U.S. GAAP, the TrucTech  Acquisition
is accounted for as a "reverse  acquisition"  whereby  NuPro is  considered  the
acquired  corporation  and TrucTech is  considered  the  surviving  corporation.
Certain  directors,  officers,  employees,  and stockholders of the Company were
also directors,  officers, employees, and stockholders of TrucTech. As a result,
certain conflicts of interest existed with respect to the TrucTech  Acquisition,
and the subsequent  distribution of the 7,333,333  shares of Common Stock to the
TrucTech  stockholders  pursuant to a proposed Plan of Voluntary  Dissolution of
TrucTech. See "certain Relationships and Related Transactions."

     The  amount  of  consideration  payable  by the  Company  in  the  TrucTech
Acquisition  was reached through  negotiations  between the Company and TrucTech
and reference to the approximate  market value of Common Stock during the period
in which the TrucTech Acquisition  occurred.  Certain officers,  directors,  and
stockholders of the Company,  such as Gary Fitchett and Elke  Veselinovic,  were
also officers,  directors,  and stockholders of TrucTech.  As a result,  certain
conflicts of interest existed with respect to the TrucTech Acquisition,  and the
subsequent distribution of the Shares to the TrucTech Stockholders pursuant to a
proposed Plan of Voluntary Dissolution of TrucTech.

     Krida  Overseas,  which is  controlled by Luba  Veselinovic,  President and
Chief  Executive  Officer of the Company,  owns the  technology  relating to the
NuPro Material. The Company has entered into a Technology License Agreement,  as
amended,  with Krida Overseas,  dated as of June 1, 1999 (the "Krida  License"),
which provides the Company with the perpetual,  exclusive right to use, develop,
and  market the NuPro  Material  worldwide.  The Krida  License  provides  for a
license fee of 1.5% of the gross  revenues of the Company up to  $5,000,000  and
2.0% thereafter.  In the event Mr. Veselinovic no longer is an executive officer
of the Company and the Company's sales are not meeting  certain  pre-established
sales expectations to be negotiated between Krida Overseas and the Company,  the
rights  granted  under the  Krida  License  will  become  non-exclusive  60 days
following December 31, 2002. As an officer of the Company,  Mr. Veselinovic will
have fiduciary obligations to the Company's  stockholders that may conflict with
his own interests as an affiliate of the owner of the NuPro Material.

     Mr.  Veselinovic  serves as President  and Chief  Executive  Officer of the
Company pursuant to a Secondment  Agreement by and between the Company and Krida
Overseas,  effective as of December 1, 1998 (the  "Secondment  Agreement").  The
Secondment  Agreement  provides  for  employees  of Krida  Overseas  to  perform
services  for the Company  while  remaining  employees  of Krida  Overseas.  The
Secondment  Agreement  currently  provides  for a  $150,000  fee  payable by the
Company to Krida  Overseas in exchange for the services of Mr.  Veselinovic  and
other persons from time to time. The Company currently does not anticipate other
persons who are or will become employees of Krida Overseas will perform services
for the  Company  under the  Secondment  Agreement  in the next 12  months.  The
initial term of the Secondment  Agreement is five years,  which is automatically
renewable for additional five-year periods.

                                      -26-
<PAGE>
     During the second  quarter of 2000,  NuPro  Innovation  Mexico S.A. de C.V.
completed  construction  of the  first  phase of two  production  facilities  in
Guaymas,  Sonora,  Mexico,  totaling  approximately  32,000  square  feet for an
approximate  cost of  $1,300,000.  See  "Description  of Property"  and "Plan of
Operation - Plant and Equipment." An affiliate of Ernesto  Zaragoza,  a director
and executive officer of the Company, acted as the general contractor.

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

(a)  Exhibits:

     EXHIBIT NO.                              DESCRIPTION
     -----------                              -----------
         3.1             Certificate  of  Domestication  of the  Company,  dated
                         August 7, 1997*

         3.2             Certificate of Incorporation of the Company*

         3.3             Bylaws of the Company*

         4.1             Warrant  to  Purchase  Shares  of  Common  Stock of the
                         Company*

         4.2             Form of 10.00% Unsecured Convertible Debenture*

         10.1(a)         Technology  License  Agreement  by  and  between  Krida
                         Overseas  Investments  Trading  Limited and the Company
                         effective as of June 1, 1999*

         10.1(b)         Amendment No. 1 to Technology  License Agreement by and
                         between Krida Overseas  Investments Trading Limited and
                         the Company dated as of February 1, 2000**

         10.2            Asset Purchase Agreement by and between TrucTech, Inc.,
                         and the Company effective as of December 1, 1998*

         10.3            Form of  Indemnification  Agreement  for Members of the
                         Board of Directors*

         10.4            Form of  Indemnification  Agreement  for Members of the
                         Advisory Council*

         10.5            Secondment  Agreement  by and  between  the Company and
                         Krida Overseas  Investments Trading Limited dated as of
                         December 1, 1998*+

         10.6            Form of  Stock  Option  Agreement  for  Members  of the
                         Company's Board of Directors*+

         10.7            Form of  Stock  Option  Agreement  for  Members  of the
                         Company's Advisory Council*+

         10.8            Office   Building  Lease  between  East  Broadway  5151
                         Limited  Partnership  and  Luba  Veselinovic  and  Elke
                         Veselinovic, H & W, DBA NuPro Innovations Inc. dated as
                         of the 17th day of December, 1996*

                                      -27-
<PAGE>
     EXHIBIT NO.                              DESCRIPTION
     -----------                              -----------
         10.9            First  Amendment  to Lease  made the 17th day of April,
                         1998,   by  and  between  East  Broadway  5151  Limited
                         Partnership and NuPro Innovations  Inc.,  formerly Luba
                         Veselinovic and Elke Veselinovic,  Husband & Wife, dba,
                         NuPro Innovations Inc.*

         10.10           Second  Amendment  to Lease made the 22nd day of March,
                         1999,   by  and  between  East  Broadway  5151  Limited
                         Partnership and NuPro Innovations  Inc.,  formerly Luba
                         Veselinovic and Elke Veselinovic,  Husband & Wife, dba,
                         NuPro Innovations Inc.*

         10.11           Buy-Sell   Agreement  dated  August  24,  1999  between
                         Ernesto  Zaragoza de Cima and NuPro  Innovation  Mexico
                         S.A. de C.V.**

         10.12(a)        Patent  Agreement  between  John W.  Martin  and Judith
                         Tyler Martin and TracTop  International,  Inc. dated as
                         of August 10, 1998**

         10.12(b)        Letter  Agreement  between  John W.  Martin  and Judith
                         Tyler  Martin and  TracTop  International,  Inc.  dated
                         August 6, 1992**

         10.13           Agreement  between  Luba  Veselinovic,  the Company and
                         Gary A. Fitchett dated May 24, 1999**

         10.14           Lease between Ernesto  Zaragoza de Cima and the Company
                         effective November 1, 1997**

         12.1            Subsidiaries of the Company*

         12.2            Letter on Change in Certifying Accountant***

         12.3            Consent  of S.E.  Clark  &  Company,  P.C.  Independent
                         Auditors

         27              Financial Data Schedule

----------
*    Incorporated  by  reference  from the  Company's  Form  10-SB  Registration
     Statement filed with the Commission on December 9, 1999.
**   Incorporated  by reference to the  Company's  Amendment No. 1 to Form 10-SB
     filed with the Commission on February 16, 2000.
***  Incorporated  by reference to the  Company's  Annual  Report on Form 10-KSB
     filed with the Commission on February 28, 2000.
+    Management contract or compensatory plan or arrangement.

(b)  Reports on Form 8-K:

     None.

                                      -28-
<PAGE>
                                    PART F/S

The following financial statements are included herein:

                   NUPRO INNOVATIONS INC. (FKA TRUCTECH, INC.)
               FOR THE YEAR ENDED NOVEMBER 30, 1999 (CONSOLIDATED)
                   AND FOR THE PERIOD ENDED NOVEMBER 30, 1998

Independent Auditor's Report...............................................  F-1

Audited Financial Statements - for the year ended November 30, 1999
(consolidated) and for the periods ended November 30, 1998:

     Balance Sheets........................................................  F-2

     Statements of Loss and Deficit........................................  F-3

     Statements of Shareholders' Equity....................................  F-4

     Statements of Cash Flows..............................................  F-5

     Notes to Financial Statements.........................................  F-6

                             NUPRO INNOVATIONS INC.
          THE SEPARATE STATEMENTS FOR THE YEAR ENDED NOVEMBER 30, 1998

Independent Auditor's Report............................................... F-17

Audited Financial Statements - for the year ended November 30, 1998:

     Balance Sheet......................................................... F-18

     Statements of Loss and Deficit........................................ F-19

     Statements of Shareholders' Equity.................................... F-20

     Statements of Cash Flows.............................................. F-21

     Notes to Financial Statements......................................... F-22
<PAGE>
                            S.E.CLARK & COMPANY, P.C.
--------------------------------------------------------------------------------
            Member: S.E.C. Practice Section of the American Institute
                         of Certified Public Accountants

                         Report of Independent Auditors

Shareholders and
Board of Directors
NuPro Innovations Inc.
Tucson, Arizona

We have  audited the balance  sheets of NuPro  Innovations  Inc. (a  development
stage company fka  TrucTech,  Inc.) as of November 30, 1999  (consolidated)  and
1998 (as restated),  respectively,  and the related  statements (as restated) of
shareholders'  equity,  loss and deficit,  and cash flows from inception and for
the periods then ended. These financial statements are the responsibility of the
Companies'  management.  Our  responsibility  is to  express an opinion on these
financial statements based on our audits.

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

In our opinion,  based on our audits, the financial statements referred to above
present  fairly,  in all  material  respects,  the  financial  position of NuPro
Innovations Inc. (fka TrucTech, Inc.) as of November 30, 1999 (consolidated) and
1998 (as restated)  and the restated  results of its  operations  and cash flows
from  inception  and for the periods  then ended in  conformity  with  generally
accepted accounting principles.

The comparative financial statements for the period ended November 30, 1998 were
previously  reported  to include  the  combined  financial  statements  of NuPro
Innovations  Inc. and TrucTech,  Inc.  under the belief that  sufficient  common
control  existed  between  the  shareholder  and boards of  directors  groups to
constitute substantive common control, requiring such combination. Additionally,
the  statement  of  shareholders   equity   previously   disclosed  the  capital
transactions of the legal acquirer and surviving  corporation (NuPro Innovations
Inc.).  As disclosed in Note 1 to the financial  statements,  TrucTech,  Inc. is
considered the accounting acquirer whose  pre-combination  capital  transactions
have been  disclosed  and restated to reflect the NuPro  shares  received by the
shareholders of TrucTech,  Inc. in the reverse  acquisition of the net assets of
TrucTech,   Inc.  by  NuPro  Innovations  Inc.  The  pre-combination   financial
statements of NuPro  Innovations  Inc. for the year ended  November 30, 1998 are
reported on in a separate report of this same date.

/s/ S.E.CLARK & COMPANY, P.C.

January 14, 2000

          Member: National Association of Certified Valuation Analysts
--------------------------------------------------------------------------------
  744 N. Country Club Road, Tucson, AZ 85716 (520) 323-7774, Fax (520) 323-8174
                      seclarkcpa@aol.com, www.seclarkco.com

                                       F-1
<PAGE>
NUPRO INNOVATIONS INC. (FKA TRUCTECH, INC.)
(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS
AT NOVEMBER 30, 1999 AND 1998
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                          (CONSOLIDATED)      (TRUCTECH)
                                                              1999              1998
                                                           ----------        ----------
                                                                             (Restated)
<S>                                                       <C>               <C>
ASSETS

CURRENT
  Cash (Note 2)                                            $4,387,983        $    2,458
  Inventory                                                     2,246             2,633
  Prepaid Expense                                              11,589            10,319
                                                           ----------        ----------
    Total Current Assets                                    4,401,818            15,410

PROPERTY AND EQUIPMENT (Note 5)                             2,023,386           369,421

OTHER
  Accounts Receivable - TopTrac, S.A. de C.V. (Note 4)         90,189           100,189
  Unutilized Pre-production Plant (Note 5)                         --           226,114
  Deposits                                                      6,815                --
                                                           ----------        ----------
                                                               97,004           326,303
                                                           ----------        ----------

                                                           $6,522,208        $  711,134
                                                           ==========        ==========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)

CURRENT
  Notes Payable (Note 6)                                   $  119,390        $   35,999
  Accounts Payable (Note 6)                                   542,224            77,635
  Accrued Liabilities                                          41,130
  Accrued Management Fees and Salaries (Notes 11 and 12)      647,214           156,753
  Current portion of long-term liabilities                    157,673           395,246
                                                           ----------        ----------
    Total Current Liabilities                               1,507,631           665,633

LONG-TERM LIABILITIES (Note 7)                                102,397           126,471

CONVERTIBLE DEBENTURES (Note 8)                             1,050,000                --

OTHER LIABILITIES
  Advances from NuPro Innovations, Inc.
    prior to reverse acquisition                                   --           574,856

COMMITMENTS AND CONTINGENCIES (Note 11)                            --                --

SHAREHOLDERS' EQUITY (DEFICIENCY) (Note 8)                  3,862,180          (655,826)
                                                           ----------        ----------

                                                           $6,522,208        $  711,134
                                                           ==========        ==========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       F-2
<PAGE>
NUPRO INNOVATIONS INC. (FKA TRUCTECH, INC.)
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF LOSS AND DEFICIT
PERIODS ENDED NOVEMBER 30,1999 AND 1998
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                       DEFICIT
                                                                                     ACCUMULATED
                                                                                      DURING THE
                                                    (CONSOLIDATED)    (TRUCTECH)     DEVELOPMENT
                                                        1999             1998           STAGE
                                                     ------------    ------------    ------------
                                                                      (RESTATED)

<S>                                                  <C>             <C>             <C>
Revenue - Interest earned                            $    114,891    $         --    $    114,891
                                                     ------------    ------------    ------------
Costs and expenses:
  Development, pre-production, and administration         679,980           4,521       2,074,486
  Stock issued for "sweat equity"                              --       3,252,600       3,252,600
  Loss on impairment and disposition of properties             --          71,841         321,794
  Financial, primarily interest                            65,619          57,811         673,592
  Depreciation and amortization                            19,809           8,225         122,177
                                                     ------------    ------------    ------------
                                                          765,408       3,394,998       6,444,649
                                                     ------------    ------------    ------------

  Loss before income tax benefits                        (650,517)     (3,394,998)     (6,329,758)

  Income tax benefits                                          --              --              --
                                                     ------------    ------------    ------------
  Net loss                                           $   (650,517)   $ (3,394,998)   $ (6,329,758)
                                                     ============    ============    ============
  Net loss per common share (basic and diluted)      $      (0.06)   $      (0.33)
                                                     ============    ============
  Weighted average shares outstanding (Note 13)        11,336,670      10,142,218
                                                     ============    ============
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       F-3
<PAGE>
NUPRO INNOVATIONS INC. (FKA TRUCTECH, INC.)
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED NOVEMBER 30, 1999 AND 1998
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                            SHARES (NOTE 8)           CAPITAL AMOUNT
                                        ---------------------     ---------------------     ADDITIONAL
                                                     CLASS B                   CLASS B       PAID IN
                                        COMMON      PREFERRED     COMMON      PREFERRED      CAPITAL
                                        ------      ---------     ------      ---------      -------
<S>                                          <C>       <C>              <C>       <C>           <C>
CAPITAL ISSUED DURING
DEVELOPMENT STAGE:

Issued for cash                            6,626                    $1,100                     $98,900
Issued to TracTop US, Inc.                 6,024                     1,000                      69,000
                                      ----------    ----------    --------   ------------  -----------
AS OF DEC. 31, 1989 AND 1990              12,650            --       2,100             --      167,900
Return of capital                             --                                              (12,000)
Issued for cash                            4,138                       687                     104,313
                                      ----------    ----------    --------   ------------  -----------
AS OF DECEMBER 31, 1991                   16,788            --       2,787             --      260,213
Return of capital                             --                                               (8,000)
Retirement of shares                     (4,361)                     (724)                         724
Issued for note to shareholder             8,873                     1,473                     (1,473)
                                      ----------    ----------    --------   ------------  -----------
AS OF DECEMBER 31, 1992                   21,300            --       3,536             --      251,464
Retirement of TracTop US shares          (6,024)                   (1,000)                    (59,000)
Shares issued for acquisition of net
 Assets of TracTop International          16,595                     2,755                      65,430
Issued for cash                            3,614                       600                      78,521
                                      ----------    ----------    --------   ------------  -----------
AS OF DECEMBER 31, 1993                   35,485            --       5,891             --      336,415
Issued for cash                            2,608                       433                      96,992
Issued for conversion of
 Shareholder loans                           536       838,512          89        838,501       19,936
Issued for interest                                    290,061                    290,058
Issued for SBA loan guarantee                           40,000                     40,000
Contributed capital, land
                                      ----------    ----------    --------   ------------  -----------
AS OF DECEMBER 31, 1994                   38,629     1,168,573       6,413      1,168,559      453,343
Issued for cash                            1,446                       240                      59,760
                                      ----------    ----------    --------   ------------  -----------
AS OF DEC. 31, 1995 AND 1996              40,075     1,168,573       6,653      1,168,559      513,103

ACCUMULATED DEFICIT
                                      ----------    ----------    --------   ------------  -----------
BALANCE, DECEMBER 31, 1997                40,075     1,168,573       6,653      1,168,559      513,103

Issued as stock dividend to
 Recapitalize the Company:
 On common shares                        478,917                    79,508                    (79,508)
 On class B preferred                         --       743,602                    455,436    (455,436)
Issued for investor "sweat equity"     4,902,166                   813,839                   2,438,761
Net loss as previously stated                 --            --          --             --           --
  Loss on asset impairment

Net loss as restated
                                      ----------    ----------    --------   ------------  -----------
BALANCE, NOVEMBER 30 1998              5,421,158     1,912,175     900,000      1,623,995    2,416,920

Capital conversion on reverse
 acquisition of NuPro net assets       1,912,175   (1,912,175)   (892,667)    (1,623,995)    2,599,162
                                      ----------    ----------    --------   ------------  -----------
BALANCES AS RESTATED                   7,333,333             -       7,333             --    5,016,082

Stock issued to acquire NuPro          2,808,885                     2,809                     192,678
Stock issued under Regulation-S        2,475,000                     2,475                   4,947,525
Costs of raising capital                                                                      (53,698)
Escrowed shares issued in
  Conversion of debt (Note 8)                                                                   76,734
Net loss for the period
                                      ----------    ----------    --------   ------------  -----------
BALANCE, NOVEMBER 30 1999             12,617,218            --    $ 12,617   $         --  $10,179,321
                                      ==========    ==========    ========   ============  ===========

                                                   ACCUMULATED
                                       DONATED    DEVELOPMENT
                                       CAPITAL     STAGE LOSS       TOTAL
CAPITAL ISSUED DURING                  -------     ----------       -----
DEVELOPMENT STAGE:

Issued for cash                                                    $100,000
Issued to TracTop US, Inc.                                           70,000
                                      ---------                 -----------
AS OF DEC. 31, 1989 AND 1990                 --                     170,000
Return of capital                                                  (12,000)
Issued for cash                                                     105,000
                                      ---------                 -----------
AS OF DECEMBER 31, 1991                      --                     263,000
Return of capital                                                   (8,000)
Retirement of shares                                                      -
Issued for note to shareholder                                            -
                                      ---------                 -----------
AS OF DECEMBER 31, 1992                      --                     255,000
Retirement of TracTop US shares                                    (60,000)
Shares issued for acquisition of net
 Assets of TracTop International                                     68,185
Issued for cash                                                      79,121
                                      ---------                 -----------
AS OF DECEMBER 31, 1993                      --                     342,306
Issued for cash                                                      97,425
Issued for conversion of
 Shareholder loans                                                  858,526
Issued for interest                                                 290,058
Issued for SBA loan guarantee                                        40,000
Contributed capital, land                82,500                      82,500
                                      ---------                 -----------
AS OF DECEMBER 31, 1994                  82,500                   1,710,815
Issued for cash                                                      60,000
                                      ---------                 -----------
AS OF DEC. 31, 1995 AND 1996             82,500                   1,770,815

ACCUMULATED DEFICIT                               $(2,284,243)  (2,284,243)
                                      ---------   -----------   -----------
BALANCE, DECEMBER 31, 1997               82,500    (2,284,243)    (513,428)

Issued as stock dividend to
 Recapitalize the Company:
 On common shares                                                        --
 On class B preferred                                                    --
Issued for investor "sweat equity"                                3,252,600
Net loss as previously stated                --    (3,323,157)
  Loss on asset impairment                            (71,841)
                                                  -----------
Net loss as restated                               (3,394,998)   (3,394,998)
                                      ---------   -----------   -----------
BALANCE, NOVEMBER 30 1998                82,500    (5,679,241)     (655,826)

Capital conversion on reverse
 acquisition of NuPro net assets       (82,500)                          --
                                      ---------   -----------   -----------
BALANCES AS RESTATED                         --    (5,679,241)    (655,826)

Stock issued to acquire NuPro                                       195,487
Stock issued under Regulation-S                                   4,950,000
Costs of raising capital                                           (53,698)
Escrowed shares issued in
  Conversion of debt (Note 8)                                        76,734
Net loss for the period                              (650,517)    (650,517)
                                      ---------   -----------   -----------
BALANCE, NOVEMBER 30 1999             $      --   $(6,329,758)  $ 3,862,180
                                      =========   ===========   ===========
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                       F-4
<PAGE>
NUPRO INNOVATIONS INC. (FKA TRUCTECH, INC.)
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOW
PERIODS ENDED NOVEMBER 30, 1999 AND 1998
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                         ACCUMULATED
                                                                                         DURING THE
                                                      (CONSOLIDATED)    (TRUCTECH)       DEVELOPMENT
                                                           1999            1998            STAGE
                                                        -----------     -----------     -----------
                                                                         (Restated)
<S>                                                     <C>             <C>             <C>
CASH PROVIDED BY (USED IN)

OPERATING ACTIVITIES
 Net loss for the period                                $  (650,517)    $(3,394,998)    $(6,329,758)
 Adjustments to reconcile net loss to net cash
  Depreciation                                               19,809           8,225         122,177
  Loss on disposal of obsolete equipment                         --              --         130,141
  Stock issued for "sweat equity"                                --       3,252,600       3,252,600
  Impairment Loss on unutilized pre-production plant             --          71,841          71,841
  Interest and fees paid with TrucTech stock                     --              --         330,058
  Accounts receivable                                        13,902          12,680         (86,287)
  Inventories                                                   387              --          (2,246)
  Prepaid expense                                             1,303            (364)         (9,016)
  Accounts payable and accrued liabilities                  520,167         (68,142)        597,802
  Payables and accruals paid with NuPro stock                    --         100,000         370,348
  Accrued management fees and salaries                      219,961          55,000         376,714
                                                        -----------     -----------     -----------
                                                            125,012          36,842      (1,175,626)
                                                        -----------     -----------     -----------
INVESTING ACTIVITIES
 Purchase of capital assets                              (1,622,078)         (1,091)     (2,439,463)
 Deposits                                                    (6,815)             --          (6,815)
                                                        -----------     -----------     -----------
                                                         (1,628,893)         (1,091)     (2,446,278)
                                                        -----------     -----------     -----------
FINANCING ACTIVITIES
 Notes payable                                               38,150          (1,079)        119,390
 Increase in (repayment of) long-term liabilities            (9,429)       (143,239)        347,201
 Repayment of advances from NuPro                                --          67,038         204,508
 Advances from (repayments to) shareholders                 (85,617)         41,122          34,229
 Increase in convertible debentures                       1,050,000              --       1,050,000
 Common stock subscribed and paid                         4,896,302              --       6,254,559
                                                        -----------     -----------     -----------
                                                          5,889,406         (36,158)      8,009,887
                                                        -----------     -----------     -----------

INCREASE (DECREASE) IN CASH FOR THE PERIOD                4,385,525            (407)      4,387,983

CASH, BEGINNING OF PERIOD                                     2,458           2,865              --
                                                        -----------     -----------     -----------

CASH, END OF PERIOD                                     $ 4,387,983     $     2,458     $ 4,387,983
                                                        ===========     ===========     ===========
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                      F-5
<PAGE>
NUPRO INNOVATIONS INC.  (FKA TRUCTECH, INC.)
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1999 AND 1998
--------------------------------------------------------------------------------

1. BASIS OF FINANCIAL STATEMENT PRESENTATION

   TrucTech,  Inc.  ("TrucTech")  (A  Development  Stage  Company) was formed to
   develop and  manufacture  a unique  telescoping  pickup truck cover and other
   prospective products.

   NuPro Innovations Inc.  ("NuPro") (A Development Stage Company) was formed to
   further develop and commercialize an innovative industrial engineering hybrid
   composite  material  technology,  which it acquired  through  exercise of the
   option disclosed in Note 3.

   As  discussed  in Note 3, NuPro  entered into an agreement to acquire all the
   net assets of TrucTech as of December 1, 1998 in exchange for shares of NuPro
   common  stock.   However,  for  accounting   purposes,   since  the  TrucTech
   shareholders  received  voting  control of NuPro (the legal  acquirer) in the
   transaction,  the  acquisition  is  treated  as the  acquisition  of NuPro by
   TrucTech  with TrucTech as the  accounting  acquirer  (reverse  acquisition).
   Accordingly,  the  pre-combination  financial  statements  are  the  historic
   financial  statements of TrucTech.  All historical equity  disclosures of the
   accounting acquirer have been retroactively  adjusted for the pro-rata effect
   of the NuPro shares issued to its  shareholders  (7,333,333)  in  conjunction
   with the reverse acquisition.

   The financial statements of NuPro are for the fiscal years ended November 30,
   1999.  The  financial  statements of TrucTech are for the eleven months ended
   November  30,  1998.  The 1998  financial  statements  of TrucTech  have been
   restated to give effect to the adjustment further discussed in Note 5.

   The 1999 financial statements are consolidated  presentations including those
   of its majority owned  subsidiary  NuPro  Innovation  Mexico S.A. de C.V. All
   inter-company  assets,  liabilities  and  operating  transactions  have  been
   eliminated upon consolidation.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   The Companies  follow the  generally  accepted  accounting  principles of the
   United States ("U.S. GAAP").

   (a) Nature of Business

       TrucTech,  incorporated on May 31, 1989 in the State of Georgia,  U.S.A.,
       has been in a development stage since its formation and is in the process
       of dissolution.  NuPro was incorporated as TracTop  Distributing  Inc. in
       Canada on November 27, 1996, and has been in the development  stage since
       its formation.  As of August 7, 1997, the Company was  redomesticated and
       continued  in the State of  Delaware,  U.S.A.  and changed its name NuPro
       Innovations Inc.

       A 99% owned foreign  subsidiary has been  incorporated as of November 12,
       1998 as NuPro  Innovation  Mexico S.A.  de C.V. At November  30, 1998 its
       organization was incomplete and it had no assets,  liabilities,  revenues
       or expenses.  As of November 30, 1999 its activities include construction
       of a  production  facility in Guaymas,  Sonora,  Mexico  which is not yet
       operational.

   (b) Use of Estimates

       The  preparation  of financial  statements in  conformity  with U.S. GAAP
       requires  management to make estimates and assumptions that affect assets
       and liabilities at the date of the financial  statements and the reported
       amounts of revenues and expenses  during the  reporting  periods.  Actual
       results could differ from those estimates.

                                      F-6
<PAGE>
NUPRO INNOVATIONS INC.  (FKA TRUCTECH, INC.)
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1999 AND 1998
--------------------------------------------------------------------------------

   (c) Property and Equipment

       Property  and  equipment  are  recorded  at  cost  less   impairment  and
       accumulated   depreciation.    Depreciation   is   recorded   using   the
       straight-line or units-of-production methods at the following rates:

           Building                                          3%
           Plant Equipment                                  10%
           Production Tooling                      $10 per unit
           Automotive Equipment                             20%
           Office Equipment                          10 and 20%

       Management  periodically  assesses its ability to recover the cost of its
       long-lived  assets in accordance  with the  provisions of SFAS 121. Costs
       deemed  not  recoverable  are  charged to  operations  and the asset cost
       reduced by the estimated impairment.

   (d) Foreign Currency Translation

       Assets and liabilities  are translated from Canadian or Mexican  currency
       into U.S.  currency by use of the exchange rates in effect at the balance
       sheet date. Revenues and expenses are translated using the exchange rates
       in   effect  on  the  date   they  are   included   in  income  or  using
       weighted-average  exchange rates.  Capital  accounts are translated using
       the exchange rates in effect when the foreign  entity's capital stock was
       acquired  or  issued.  Gains or losses on  translating  the  Canadian  or
       Mexican currency into U.S.  currency are reported as other  comprehensive
       income. Foreign currency transaction gains and losses are included in net
       income  in  the  period  the  exchange  rate  changes.   Translation   or
       transaction gains or losses were not material to the financial statements
       as of November 30, 1999.

   (e) Cash and Cash Equivalents

       The company  considers  highly  liquid  investments  having a maturity of
       three months or less at the date of purchase to be cash  equivalents.  As
       of November 30, 1999 cash included five  certificates of deposit totaling
       approximately  $3,787,000  with  maturities  ranging  from 30 to 90 days,
       bearing  interest at approximately 4 - 5%. One of the CD's, in the amount
       of $100,000, is restricted as security for a line of credit.

       Cash balances are insured by the F.D.I.C. up to $100,000 per institution.
       Balances in excess of  $100,000  per  institution  are at risk should the
       financial  institution  fail.  Substantially  all of the  company's  cash
       assets are held by one financial  institution and are accordingly subject
       to that risk.

3. ACQUISITION OF TRUCTECH, INC.

   By agreement dated December 5, 1996, as amended,  NuPro (fka TrucTech) had an
   option to acquire the net assets of TrucTech, including technology rights, by
   exchanging NuPro stock for all of the net assets and liabilities of TrucTech.
   Effective  December 1, 1998,  NuPro  entered into an agreement to acquire all
   the net assets of TrucTech in exchange for 7,333,333 shares of NuPro's common
   stock.  However,  for accounting  purposes,  since the TrucTech  shareholders
   received voting control of NuPro (the legal acquirer) in the transaction, the
   acquisition is treated as the  acquisition of NuPro by TrucTech with TrucTech
   as the accounting  acquirer (reverse  acquisition).  Accordingly,  TrucTech's
   assets and  liabilities  are recorded in the  financial  statements  at their
   historical cost. NuPro's assets, liabilities,  and operations are recorded in

                                      F-7
<PAGE>
NUPRO INNOVATIONS INC.  (FKA TRUCTECH, INC.)
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1999 AND 1998
--------------------------------------------------------------------------------

   the financial  statements from the date of the reverse  acquisition.  NuPro's
   outstanding shares, as of the date of the reverse acquisition,  are reflected
   as shares issued by TrucTech to acquire NuPro. The shares are recorded at the
   net book value of NuPro  since,  before the  reverse  acquisition,  NuPro had
   minimal operations and its primary asset was an advance to TrucTech.
   Both the  stockholders and directors of TrucTech have  acknowledged  that the
   technology to the plastic that is a major component of the TracTop product is
   an unpatented  technology that is owned by Krida Overseas Investments Trading
   Limited  ("Krida"),  controlled by Luba  Veselinovic,  spouse of the TrucTech
   president, Elke Veselinovic.

   TrucTech has entered into a licensing  and royalty  agreement  for the patent
   rights to certain  technologies  used in the TracTop  product.  The agreement
   required   payment  of  $150,000  from  profits  and  $5.00  per  unit  sold.
   Additionally,   TrucTech  has  developed   other   technologies,   which  are
   unpatented,  pertaining  to the  development  and  production  of the TracTop
   units.

   The technology  rights acquired by the NuPro  shareholders  from TrucTech are
   the learned and licensed  technologies  that apply to the TracTop product and
   the license  agreement  to the plastic  technology  that is the  acknowledged
   property of Krida.

   In June 1999 the oral technology  license agreement  referred to in Note 3 to
   the audited  financial  statements  for the year ended  November 30, 1998 was
   documented  in a written  agreement  between  Krida and NuPro.  The agreement
   grants NuPro an exclusive  worldwide license to the NuPro technology owned by
   Krida  through  December  31,  2002.  The  license  fee is 1.5% of the  gross
   revenues  up to  $5,000,000  and  2%  thereafter  resulting  from  the  NuPro
   technology  and products sold by NuPro.  The  exclusivity  after December 31,
   2002 is  dependent  on the  continuing  involvement  of Luba  Veselinovic  or
   achievement of at least 50% of the forecasted  sales in the business plan and
   annual sales increase of at least 10%.

4. ACCOUNTS RECEIVABLE - TOPTRAC, S.A. DE C.V.

   This  amount  represents   unsecured  advances  to  TopTrac,   S.A.  de  C.V.
   ("TopTrac"),  a Mexican manufacturing  company, owned by a director of NuPro,
   which  manufactures  the TracTop  product for direct  sales in Mexico and for
   sales to NuPro. The amount is comprised as follows:

                                                      (CONSOLIDATED)  (TRUCTECH)
                                                           1999          1998
                                                         --------      --------
      1997 sale of inventory of TracTop Components       $ 78,051      $  8,051
      Miscellaneous charges paid on behalf of TopTrac      12,138        12,138
      Cash advance                                             --        10,000
                                                         --------      --------
                                                         $ 90,189      $100,189
                                                         ========      ========

     The  balance is to be  repaid,  without  interest,  at the rate of $100 per
     TracTop unit sold. Management anticipates the recovery of this asset by the
     end of 2002 (once production has been resumed in fiscal 2001).

                                      F-8
<PAGE>
NUPRO INNOVATIONS INC.  (FKA TRUCTECH, INC.)
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1999 AND 1998
--------------------------------------------------------------------------------

5. PROPERTY AND EQUIPMENT

                                                (CONSOLIDATED)     (TRUCTECH)
                                                    1999              1998
                                                 ----------        ----------
      Land                                       $  252,822        $       --
      Construction in Progress (Note 11)          1,339,970                --
      Plant Equipment                               140,427           140,228
      Production Tooling                            258,412           258,412
      Automotive Equipment                          105,006            31,581
      Office Equipment                               29,398            22,040
                                                 ----------        ----------
                                                  2,126,035           452,261
      Less: Accumulated Depreciation                102,649            82,840
                                                 ----------        ----------
      NET BOOK VALUE                             $2,023,386        $  369,421
                                                 ==========        ==========

   All of the TrucTech plant  equipment is located at the TopTrac,  S.A. de C.V.
   plant in Guaymas,  Mexico.  NuPro (fka TrucTech) has entered into a lease for
   contiguous  space.  Under  terms of the lease,  equipment  and  inventory  is
   subject  to   possession   and  sale  by  the   landlord  to  satisfy   lease
   delinquencies, if any.

                                                    (CONSOLIDATED)   (TRUCTECH)
                                                         1999           1998
                                                       -------       ---------
      INVESTMENT IN UNUTILIZED PRE-PRODUCTION PLANT
      Land                                             $    --       $  82,500

      Building                                              --         225,795
      Less Accumulated Depreciation                         --         (10,340)

      Less Impairment Reserve                               --         (71,841)
                                                       -------       ---------
      Net book value                                   $    --       $ 226,114
                                                       =======       =========

   In January  1999,  the Company  sold the land and  building  which has a book
   value of $297,995 for net proceeds after  adjustments and selling expenses of
   $225,254. The mortgage payable thereon was discharged by the proceeds. A loss
   of  $71,841  was  realized  on the  transaction.  The fiscal  1998  financial
   statements  have  been  restated  to  recognize  the asset  impairment  as of
   November 30, 1998,  which  increased  the 1998 TrucTech net loss per share by
   approximately $(.01).

6. NOTES PAYABLE

   Included in NuPro (fka TrucTech) bank  indebtedness  is a bank line of credit
   in the  amount of  $31,185  (Cdn  $45,000)  with an  outstanding  balance  at
   November 30, 1999 of $20,969 (Cdn $30,265). The bank line of credit is due on
   demand  and  bears  interest  at prime  plus 4% and is  secured  by a general
   security  agreement  over all assets of the  Company and the  guarantee  of a
   former  director.  TrucTech also has a bank note outstanding in the amount of
   $31,866, due January 22, 2000 including 10% interest.  Also included in notes
   payable are loans from affiliates  totaling $66,555 further discussed in Note
   12. Prime at November 30, 1999 was 8.25%.

   On June 1, 1999 NuPro (fka TrucTech) opened a line of credit with Bank One in
   the amount of $100,000.  The line was secured by a certificate  of deposit in
   an equal amount.  Interest is payable monthly and accrues at prime,  which at
   November 30, 1999 was 8.25%.  The maximum amount was borrowed on the line and
   repaid during the year. The line will be reviewed for renewal annually.

                                      F-9
<PAGE>
NUPRO INNOVATIONS INC.  (FKA TRUCTECH, INC.)
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1999 AND 1998
--------------------------------------------------------------------------------

   ACCOUNTS PAYABLE

   Included in accounts payable at November 30, 1999 are $125,519 trade accounts
   payable and $416,705 construction accounts payable.  Included in construction
   accounts  payable  are $26,955 due to DIEZ (E.  Zaragoza  affiliate)  for the
   balance of the  Guaymas  land and  $196,883  to  Inversiones  de Guaymas  for
   construction, further discussed in Notes 11 and 12.

7. LONG-TERM LIABILITIES
<TABLE>
<CAPTION>
                                                                    (CONSOLIDATED)    (TRUCTECH)
                                                                         1999            1998
                                                                       --------        --------
<S>                                                                  <C>              <C>
   Mortgage Payable
   Montgomery County Bank - 9% payable in monthly  installments
   of $2,575,  including principal and interest,  due May 1999,
   secured by Company real estate.                                      $    --        $230,699

   Notes Payable
   Montgomery County Bank - prime plus 2.5%, payable in monthly
   installments  of $4,224,  including  principal and interest,
   due February 2002.  Secured by a general security  agreement
   over  all  assets,   and  insured  by  the  Small   Business
   Administration.                                                      120,196         149,355

   Chrysler Corporation
   12.5%,  payable in monthly  installments of $630,  including
   principal and interest,  due July 2000. Secured by a vehicle
   and the guarantee of a director.                                       6,498          12,764

   Other Contracts Payable
   1999  amount  is  a   capitalized   lease   payable  to  the
   Veselinovic  Children's  Trust for lease of a 1999 Suburban,
   60 monthly payments of $739,  including  imputed interest at
   8.5%                                                                  35,049           9,053

   Related Party Loans
   Loans from various  shareholders of the Companies,  interest
   at 10 - 12%, with no specific terms of repayment or maturity
   dates. Unsecured.                                                     98,327         119,846
                                                                       --------        --------
                                                                        260,070         521,717
                                                                       --------        --------
   Less: Current portion of principal                                   157,673         395,246
                                                                       --------        --------
                                                                       $102,397        $126,471
                                                                       ========        ========
</TABLE>

   Future minimum principal  payments due for the years ended November 30 are as
   follows:

       2000                                                $157,673
       2001                                                  51,032
       2002                                                  51,365
                                                           --------
                                                           $260,070
                                                           ========

                                      F-10
<PAGE>
NUPRO INNOVATIONS INC.  (FKA TRUCTECH, INC.)
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1999 AND 1998
--------------------------------------------------------------------------------

8. SHARE CAPITAL

   Under the State of Delaware  Certificate of  Incorporation,  NuPro's  capital
   stock is as follows:

   (a) Authorized

       20,000,000 shares of common stock, par value of $0.001
       1,000,000 shares of preference  stock,  par value of $0.001,  issuable in
       series, with powers, preferences and relative, participating, optional or
       other special rights, and qualifications, limitations, or restrictions as
       fixed by the Board of Directors.

   (b) Issued

       12,617,217 shares of common stock.

       In July,  1999  750,000  escrow  shares were  returned  to  treasury  and
       redistributed  to  certain  shareholders  in  accordance  with  the  plan
       previously  authorized  by the board of  directors.  460,887  shares were
       distributed  to  approximately  60  shareholders  to equalize the initial
       issue price paid and 289,113 were distributed to 7 shareholders to settle
       various NuPro (fka TrucTech) commitments.

   (c) Share Purchase Options

       Options to purchase  275,000  common shares are  outstanding,  and may be
       exercised on the following basis:

                               NUMBER OF     EXERCISE
                                SHARES        PRICE          EXPIRATION DATE
                                ------        -----          ---------------
          Directors            125,000        $4.00         December 31, 2002
          Advisory Council      90,000        $4.00         December 31, 2000
          Consultants           60,000        $1.00         December 31, 2002

   REGULATION S

   In an  offering  that closed July 7, 1999,  the  Company  raised  capital and
   issued  securities  under  Regulation  S of the  Securities  Act.  The issue,
   totaling  $6,000,000,  consists of 1,500,000  shares of common stock at $2.00
   per share,  $3,000,000 in debentures  convertible into shares of common stock
   at a  minimum  of  $2.00  per  share,  and  warrants  to  purchase  1,500,000
   additional shares of common stock at $2.50 per share,  exercisable only after
   the debentures  have been converted.  As of November 30, 1999,  $3,500,000 of
   the units subscribed had been paid with shareholders opting to receive common
   shares directly in lieu of convertible  debentures.  The remaining $2,500,000
   has also been  collected  which  resulted in the  issuance  of an  additional
   725,000  common  shares  and  convertible   debentures  totaling  $1,050,000.
   Interest will begin  accruing on the  debentures at 10% per annum  commencing
   January 1, 2000 with  maturity on December  31,  2004.  Warrants  for 200,000
   shares  are  subscribed  but  unpaid  at $2.50 per  share  leaving  remaining
   unsubscribed or exercised warrants for 1,300,000 shares.

   The  debentures  have not yet been  distributed  in  anticipation  of further
   conversions to common stock.  Interest has not been accrued on the subscribed
   and paid but undistributed certificates.  Management sold the debentures with
   the intent that interest  would not begin accruing until one year after their
   issue date. The undistributed  debentures,  which prescribed interest payment
   beginning  approximately  one year after the issue date of July 7, 1999, have
   been  revised  for an accrual  date of January 1, 2000.  Accrual of  interest
   through  November 30, 1999 would  approximate  $50,000  which would have been
   capitalized as construction period interest.  The debenture  subscribers have
   subsequently agreed to set the interest accrual date as January 1, 2000.

                                      F-11
<PAGE>
NUPRO INNOVATIONS INC.  (FKA TRUCTECH, INC.)
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1999 AND 1998
--------------------------------------------------------------------------------

9.  SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

    No income  taxes  were  paid and  interest  paid  approximates  the  amounts
    disclosed as expense.

10. INCOME TAXES

    TrucTech  potentially has losses for income tax purposes available to reduce
    taxable income of approximately $2,074,000. The potential benefit ($830,000)
    of these losses has not been reflected in the financial  statements since it
    is more likely than not that the losses will not be utilized. The benefit of
    these losses may only be applied to future income from the TracTop  product.
    These losses will begin expiring as of December 31, 2004. Additionally,  the
    limitations on these losses resulting from the business  combination has not
    been  determined  but  could  be  substantial.  Accordingly,  the  valuation
    allowance  equals the deferred tax asset.  The  deductibility  and carryover
    benefit of the amount  paid to  TrucTech  shareholders  through  issuance of
    TrucTech stock as  "recognition of sweat equity" has not been determined and
    is excluded from the above.

    NuPro  (fka  TrucTech)  potentially  has  losses  for  income  tax  purposes
    available to reduce future taxable income of approximately  $1,637,000.  The
    potential  benefit  ($655,000) of these losses has not been reflected in the
    financial  statements  since it is more likely than not that the losses will
    not be utilized.  These losses will begin  expiring as of November 30, 2012.
    Additionally,  the  limitations on these losses  resulting from the business
    combination has not been  determined but could be substantial.  Accordingly,
    the valuation allowance equals the deferred tax asset.

11. COMMITMENTS AND CONTINGENCIES

    NuPro (fka TrucTech) has lease commitments outstanding as follows:

                                       MONTHLY        ANNUAL       MATURITY
                                       -------        ------       --------
        Office - Tucson, Arizona       $1,961        $25,332    March 31, 2000
        Factory - Guaymas, Mexico       1,015         12,180    October 31, 2002

             2000                                    $20,024
             2001                                     12,180
             2002                                     11,165
                                                     -------
                                                     $43,369
                                                     =======

    See the above discussion  regarding lessor's  contingent rights to inventory
    and equipment of NuPro (fka TrucTech).

    On February 15,  1998,  TrucTech  and NuPro (fka  TrucTech)  entered into an
    agreement with Tooling  Technology,  canceling their option to acquire 3% of
    the  issued  and  outstanding  TrucTech  shares  and  settling  in full  the
    approximate  $100,000  liability  for  production  tooling in  exchange  for
    100,000 shares of NuPro stock and warrants to acquire an additional  100,000
    shares at $1.25 per share.  Those warrants  expired on June 30, 1998 without
    exercise.

                                      F-12
<PAGE>
NUPRO INNOVATIONS INC.  (FKA TRUCTECH, INC.)
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1999 AND 1998
--------------------------------------------------------------------------------

    CONTINGENCIES

    SHARES ISSUED FOR "SWEAT EQUITY"

    TrucTech  issued common shares at their fair value to certain  stockholders,
    officers and directors in  recognition  of their services and other valuable
    contribution to TrucTech ("sweat  equity").  The shares issued were based in
    part on the value of  services  performed  by these  individuals  during the
    development stage of TrucTech and other pro-rata amounts. Services performed
    included, but were not limited to, capital acquisition,  product and systems
    design and testing, marketing, legal, accounting and administration.  It has
    not been  determined  for tax  purposes if these  shares will be  considered
    capital   distributions   or  compensation   to  the  recipients.   The  tax
    consequences of this  determination  to the recipients could be substantial.
    The tax consequences to TrucTech have not been determined,  but are believed
    to be immaterial. See further comments in Note 10.

    YEAR 2000 COMPLIANCE

    The year 2000 issue  relates to  misstatements  that may result in  computer
    systems that use only two digits to record a year. The misstatements,  which
    may occur before,  on, or after January 1, 2000,  result when dates are used
    in computations and comparisons. Company management believes it is compliant
    with the SEC's  requirement to evaluate and disclose the cost of compliance.
    NuPro (fka  TrucTech)  utilizes only popular  retail  software which asserts
    that  it is  Y2K  compliant.  Additionally,  management  believes  it is not
    currently  dependent on vendors or suppliers whose systems, if not compliant
    would cause any material financial misstatements to NuPro (fka TrucTech).

    MANAGEMENT TRANSITION

    In May 1999, Luba Veselinovic  entered into an agreement (on behalf of Krida
    and the Veselinovic Children's Trust) with Gary Fitchett,  personally and on
    behalf  of the  Fitchett  Family  Trust,  Pinecrest  Consultants,  Inc.  and
    Management  Synergistics to purchase  1,000,000  shares of Fitchett's  NuPro
    (fka TrucTech)  shares for the aggregate price of $500,000.  $250,000 of the
    purchase price is payable on closing.  Closing has not yet occurred  because
    certain  conditions  precedent to closing have not yet been  satisfied.  The
    remaining   $250,000  balance  is  payable  by  a  note  co-signed  by  Luba
    Veselinovic  and NuPro  Innovation  Inc.  and is  payable  according  to the
    following schedule:

                                      MONTHLY      ANNUAL
                                      -------      ------
                 Year one             $ 2,500     $ 30,000
                 Year two               5,000       60,000
                 Year three             7,500       90,000
                 Year four             10,000       70,000
                                                  --------
                                                  $250,000
                                                  ========

                                      F-13
<PAGE>
NUPRO INNOVATIONS INC.  (FKA TRUCTECH, INC.)
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1999 AND 1998
--------------------------------------------------------------------------------


    The written  agreement  specifies a partial return of shares to Mr. Fitchett
    if the note is not paid by August 31, 2004.

    While NuPro (fka  TrucTech) is not the  principal  signer of the note, it is
    expected that the cash flows will come from NuPro (fka  TrucTech) as payment
    of compensation or accrued management fees to Luba Veselinovic or one of his
    affiliated  entities.  Existing  accrued  management fees due to Fitchett of
    approximately  $175,000 will be paid upon the earlier of (1) completion of a
    public offering of NuPro (fka TrucTech)  shares or (2) annual profits earned
    in excess of required annual capital expenditures and dividends. $175,000 of
    the management  fees due to Luba  Veselinovic  are also "frozen" and payable
    under the  above  mentioned  terms.  Management  fees in excess of  $175,000
    accruing to Luba  Veselinovic or his affiliates are payable out of available
    funds.  The "frozen" fees may otherwise be paid to make the note payments or
    personal  obligations  of  Veselinovic  to Fitchett.  An additional  200,000
    shares  were  provided  by  Fitchett  to  Veselinovic  to  use  for  special
    consideration at no charge.  Certain issues related to the written agreement
    are being clarified by the parties. Management believes these issues will be
    resolved in a manner that is not materially adverse to the Company.

    CONSTRUCTION IN PROGRESS

    NuPro (fka  TrucTech)  and its Mexican  Subsidiary  are both  involved  with
    construction  projects as of November  30,  1999.  NuPro (fka  TrucTech)  is
    constructing  an  office,   research  and  storage  facility  in  Tucson  of
    approximately  13,400 square feet for a total  estimated cost of $1,300,000.
    The company is acting as its own general  contractor and is engaging various
    subcontractors  to  construct  the project.  Payables to these  contractors,
    included in accounts payable,  total  approximately  $193,000 as of November
    30, 1999. As of November 30,  management  estimates  that the project is 37%
    complete,  having  incurred  costs  to date of  approximately  $445,000  and
    estimate  that  $855,000 of  additional  costs will be incurred  through the
    completion  of  the  project  NuPro  Innovation   Mexico  S.A.  de  C.V.  is
    constructing two production facilities in Guaymas,  Sonora, Mexico, totaling
    approximately  32,000 square feet for a total  estimated cost of $1,300,000.
    An affiliate of NuPro (fka TrucTech) director,  Ernesto Zaragoza,  is acting
    as  the  general  contractor  and  is  engaging  various  subcontractors  to
    construct the project.  Payables to these contractors,  included in accounts
    payable,  total  approximately  $223,838  as of  November  30,  1999.  As of
    November 30, management  estimates that the project is 75% complete,  having
    incurred costs to date of  approximately  $895,000 and further estimate that
    approximately  $341,000 of  additional  costs will be  incurred  through the
    completion of the project.

    In addition to the direct costs of construction,  management  estimates that
    an additional  $699,000  will be expended  during fiscal 2000 to furnish and
    equip the Tucson facility and $1,116,000 will be expended during fiscal 2000
    to furnish and equip the Guaymas facilities.

12. RELATED PARTY TRANSACTIONS

    During the periods, the following financial transactions were completed with
    shareholders,  directors, managers or employees who are deemed to be related
    parties to each Company:

                                      F-14
<PAGE>
NUPRO INNOVATIONS INC.  (FKA TRUCTECH, INC.)
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1999 AND 1998
--------------------------------------------------------------------------------

    NUPRO (FKA TRUCTECH)

    CONSOLIDATED

    During 1999 rent was paid to a director  for factory  space and demo line in
    Guaymas, Mexico, of $40,757.

    During 1999,  management  fees were accrued to two members of  management in
    the amount of $180,000.

    During 1999, management salaries were accrued to one member of management in
    the amount of $73,290.

    During 1999,  various unsecured loans bearing interest at 12% per annum were
    made to the Company by shareholders. The balance outstanding at November 30,
    1999 totaled $66,555.

    During  1999,  wages were paid to children of one  director in the amount of
    $12,033.

    During 1999, NuPro Mexico advanced funds totaling  $768,000,  to Inversiones
    de Guaymas,  and other  affiliates of Ernesto  Zaragoza who is a director of
    NuPro (fka TrucTech),  for progress payments for facility construction.  See
    Note 11.

    TRUCTECH

    During  1998 an  unsecured  loan  bearing  interest  at 10% was  made to the
    Company by a director.  The  balance  outstanding  at November  30, 1998 was
    $119,846.

    As  discussed  on Note  11,  on July 27,  1998,  the  TrucTech  shareholders
    approved the issuance of 967,706 shares (6,124,685 pro-rata NuPro shares) as
    stock  dividends  and  recognition  of  "sweat  equity"  which  resulted  in
    approximately 457,000 shares (approximately 2,892,000 pro-rata NuPro shares)
    being  issued to  related  parties  (primarily  the  Veselinovics  and their
    affiliates).

13. NET LOSS PER SHARE

    Restricted  shares and warrants are not included in the  computation  of the
    weighted  average  number of shares  outstanding  during  the  period as the
    effect  would  be  antidilutive.  The 1999  net  loss  per  common  share is
    calculated  by dividing the  consolidated  loss by the  11,336,670  weighted
    average number of shares  outstanding during the year. The 1998 net loss per
    common share is calculated by dividing the combined losses by the 10,142,218
    shares outstanding after the business combination.

14. SECONDMENT AGREEMENT

    NuPro  (fka  TrucTech)  entered  into  a  "secondment"  agreement  effective
    December 1, 1998 with Krida Overseas  Investments  Trading Limited, a Cyprus
    entity affiliated with Luba  Veselinovic,  whereby Luba is employed by Krida
    to provide  services  to NuPro  (fka  TrucTech)  at the rate of $12,500  per
    month.  The initial term of the  agreement is five years but may be extended
    for additional five-year periods. The agreement may not be terminated during
    the initial term.

                                      F-15
<PAGE>
                             NUPRO INNOVATIONS INC.

          THE SEPARATE STATEMENTS FOR THE YEAR ENDED NOVEMBER 30, 1998


Independent Auditor's Report............................................. F-17

Audited Financial Statements for the year ended November 30, 1998:

   Balance Sheet......................................................... F-18

   Statements of Loss and Deficit........................................ F-19

   Statements of Shareholders' Equity.................................... F-20

   Statements of Cash Flows.............................................. F-21

   Notes to Financial Statements......................................... F-22

                                      F-16
<PAGE>
                            S.E.CLARK & COMPANY, P.C.

            Member: S.E.C. Practice Section of the American Institute
                         of Certified Public Accountants


                         Report of Independent Auditors

Shareholders and
Board of Directors
NuPro Innovations Inc.
Tucson, Arizona

We have audited the balance sheet of NuPro Innovations Inc. (a development stage
company) as of November  30, 1998 and the related  statements  (as  restated) of
shareholders'  equity,  loss and deficit,  and cash flows from inception and for
the periods then ended. These financial statements are the responsibility of the
Companies'  management.  Our  responsibility  is to  express an opinion on these
financial statements based on our audit.

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

In our opinion,  based on our audit, the financial  statements referred to above
present  fairly,  in all  material  respects,  the  financial  position of NuPro
Innovations  Inc.  as of  November  30,  1998 and the  restated  results  of its
operations  and cash  flows from  inception  and for the  periods  then ended in
conformity with generally accepted accounting principles.

/s/ S.E.CLARK & COMPANY, P.C.

Tucson, Arizona
January 14, 2000

          Member: National Association of Certified Valuation Analysts
--------------------------------------------------------------------------------
  744 N. Country Club Road, Tucson, AZ 85716 (520) 323-7774 Fax (520) 323-8174
                      seclarkcpa@aol.com www.seclarkco.com

                                      F-17
<PAGE>
NUPRO INNOVATIONS INC.
(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET
AT NOVEMBER 30, 1998
--------------------------------------------------------------------------------

ASSETS

CURRENT
  Accounts Receivable                                                   $  3,902
  Prepaid                                                                  2,573
                                                                        --------
      Total Current Assets                                                 6,475

PROPERTY AND EQUIPMENT                                                    51,696

OTHER

 Advances to TrucTech, Inc.                                              574,856
                                                                        --------
                                                                         574,856
                                                                        --------

                                                                        $633,027
                                                                        ========

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT
  Notes Payable                                                         $ 29,335
  Accounts Payable and Accrued Liabilities                                73,607
  Accrued Management Fees and Salaries                                   270,500
  Current Portion of Long-term Liabilities                                64,098
                                                                        --------
      Total Current Liabilities                                          437,540


SHAREHOLDERS' EQUITY                                                     195,487
                                                                        --------

                                                                        $633,027
                                                                        ========

   The accompanying notes are an integral part of these financial statements.

                                      F-18
<PAGE>
NUPRO INNOVATIONS INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF LOSS AND DEFICIT
PERIODS ENDED NOVEMBER 30, 1998
--------------------------------------------------------------------------------

                                                                     ACCUMULATED
                                                      YEAR ENDED     DURING THE
                                                      NOVEMBER 30,   DEVELOPMENT
                                                         1998           STAGE
                                                      ----------      ---------
                                                      (Restated)

Revenues                                              $       --      $      --
                                                      ----------      ---------
Costs and expenses:
  Development, Pre-production and Administration         644,958        957,066
  Financial, primarily interest                           11,235         18,043
  Depreciation and amortization                           13,453         16,587
                                                      ----------      ---------
      Total expenses                                     669,646        991,696
                                                      ----------      ---------
Net loss                                              $ (669,646)     $(991,696)
                                                      ==========      =========

Net loss per common share (basic and diluted)         $    (0.26)
                                                      ==========

Weighted average shares outstanding (Note 13)          2,562,051
                                                      ==========

   The accompanying notes are an integral part of these financial statements.

                                      F-19
<PAGE>
NUPRO INNOVATIONS INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF SHAREHOLDERS' EQUITY
YEAR ENDED NOVEMBER 30, 1998
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                               DEFICIT
                                                                             ACCUMULATED
                                                                ADDITIONAL      DURING
                                      COMMON    SHARE CAPITAL    PAID IN     DEVELOPMENT
                                      SHARES       AMOUNT        CAPITAL        STAGE          TOTAL
                                      ------       ------        -------        -----          -----
<S>                                 <C>              <C>          <C>         <C>              <C>
ISSUED DURING FISCAL 1996
Issued for cash (Note 8)              750,002    $   5,571     $       --                  $     5,571
ISSUED DURING FISCAL 1997
Issued for cash (Note 8)              542,672      200,975             --                      200,975
Issued for services                    75,660       27,268             --                       27,268
Issued for settlement of debts
   of TrucTech, Inc.                  535,806      270,348             --                      270,348
                                    ---------    ---------     ----------                  -----------
ISSUED PRIOR TO REDOMESTICATION
AUGUST 7, 1997 (NOTE 2(A))          1,904,140      504,162             --                      504,162
Adjustment to par value                    --     (502,258)       502,258                           --
Issued for cash (Note 8)              200,933          201        119,664                      119,865
Issued for services                    38,273           38         22,652                       22,690
                                                 ---------     ----------                  -----------
ISSUED TO NOVEMBER 30, 1997         2,143,346        2,143        644,574                      646,717
DEVELOPMENT STAGE LOSS
 AS PREVIOUSLY REPORTED                    --           --             --    $(177,399)       (177,399)
 Adjustment to restate expenses
  associated with TrucTech, Inc.           --           --             --     (144,651)       (144,651)
                                    ---------    ---------     ----------    ---------     -----------
BALANCES, AS RESTATED               2,143,346        2,143        644,574     (322,050)        324,667
Issued for cash (Note 8)              545,389          546        419,770           --         420,316
Issued for services                     5,150            5          5,145           --           5,150
Issued for settlement of debts
 of TrucTech, Inc.                    100,000          100         99,900           --         100,000
Issued for short-term rent             15,000           15         14,985           --          15,000
Net loss as
 previously reported                       --           --             --     (814,297)             --
Adjustment to restate expenses
 associated with TrucTech, Inc.            --           --             --      144,651              --
                                                                             ---------
Net loss, as restated                      --           --             --     (669,646)     (4,064,644)
                                    ---------    ---------     ----------    ---------     -----------
BALANCE, NOVEMBER 30, 1998          2,808,885    $   2,809     $1,184,374    $(991,696)    $   195,487
                                    =========    =========     ==========    =========     ===========
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                      F-20
<PAGE>
NUPRO INNOVATIONS INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOW
PERIODS ENDED NOVEMBER 30, 1998
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                      ACCUMULATED
                                                                   YEAR ENDED          DURING THE
                                                                   NOVEMBER 30,       DEVELOPMENT
                                                                      1998               STAGE
                                                                    ---------          ---------
                                                                                      (Restated)
<S>                                                                 <C>                <C>
CASH PROVIDED BY (USED IN)

OPERATING ACTIVITIES
 Net loss for the period                                            $(669,646)         $(991,696)
 Adjustments to reconcile net loss to net cash
  Depreciation                                                         13,453             16,587
  Rent and Services paid for by issuance of shares (Note 9)            20,150             70,108
  Accounts receivable                                                    (397)            (3,902)
  Prepaid                                                              (2,500)            (2,573)
  Accounts payable and accrued liabilities                             32,392             73,607
  Customer deposits                                                   (25,000)                --
  Accrued management fees                                             270,500            270,500
                                                                    ---------          ---------
                                                                     (361,048)          (567,369)
                                                                    ---------          ---------
INVESTING ACTIVITIES
 Purchase of capital assets                                            (2,129)           (68,283)
 Advances to TrucTech, Inc. (Note 9)                                  (67,038)          (204,508)
                                                                    ---------          ---------
                                                                      (69,167)          (272,791)
                                                                    ---------          ---------
FINANCING ACTIVITIES
 Notes payable                                                         (6,308)            29,335
 Issuance of shares                                                   420,316            746,727
 Advances from shareholders                                            16,136             64,098
                                                                    ---------          ---------
                                                                      430,144            840,160
                                                                    ---------          ---------

INCREASE (DECREASE) IN CASH FOR THE PERIOD                                (71)                --

CASH, BEGINNING OF PERIOD                                                  71                 --
                                                                    ---------          ---------
CASH, END OF PERIOD                                                 $      --          $      --
                                                                    =========          =========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                      F-21
<PAGE>
NUPRO INNOVATIONS INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1998
--------------------------------------------------------------------------------

1.  BASIS OF FINANCIAL STATEMENT PRESENTATION

    NuPro Innovations Inc. ("NuPro") (A Development Stage Company) was formed to
    further  develop and  commercialize  an  innovative  industrial  engineering
    hybrid composite material technology,  which it acquired through exercise of
    the option disclosed in Note 3.

    The financial statements of NuPro are for the fiscal year ended November 30,
    1998.  The 1998  financial  statements  of NuPro have been  restated to give
    effect to the adjustment further discussed in Note 3.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    The Companies  follow the generally  accepted  accounting  principles of the
    United States ("U.S. GAAP").

    (a) Nature of Business

        NuPro  was  incorporated  as  TracTop  Distributing  Inc.  in  Canada on
        November  27,  1996,  and has been in the  development  stage  since its
        formation.  As of August 7, 1997,  the  Company was  redomesticated  and
        continued  in the State of Delaware,  U.S.A.  and changed its name NuPro
        Innovations Inc. A 99% owned foreign subsidiary has been incorporated as
        of November 12, 1998 as NuPro Innovation Mexico S.A. de C.V. At November
        30,  1998,  its  organization  was  incomplete  and it  had  no  assets,
        liabilities, revenues or expenses.

    (b) Use of Estimates

        The  preparation  of financial  statements in conformity  with U.S. GAAP
        requires management to make estimates and assumptions that affect assets
        and liabilities at the date of the financial statements and the reported
        amounts of revenues and expenses  during the reporting  periods.  Actual
        results could differ from those estimates.

    (c) Property and Equipment

        Property  and  equipment  are  recorded  at  cost  less  impairment  and
        accumulated   depreciation.   Depreciation   is   recorded   using   the
        straight-line method at the following rates:

            Production Equipment                          10%
            Automotive Equipment                          20%
            Office Equipment                       10 and 20%

        Management  periodically assesses its ability to recover the cost of its
        long-lived  assets in accordance  with the provisions of SFAS 121. Costs
        deemed not  recoverable  are  charged to  operations  and the asset cost
        reduced by the estimated impairment.

                                      F-22
<PAGE>
NUPRO INNOVATIONS INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1998
--------------------------------------------------------------------------------

    (d) Foreign Currency Translation

        Assets and liabilities are translated from Canadian or Mexican  currency
        into U.S. currency by use of the exchange rates in effect at the balance
        sheet date.  Revenues  and expenses  are  translated  using the exchange
        rates  in  effect  on the date  they are  included  in  income  or using
        weighted-average  exchange rates.  Capital accounts are translated using
        the exchange rates in effect when the foreign entity's capital stock was
        acquired  or issued.  Gains or losses on  translating  the  Canadian  or
        Mexican currency into U.S. currency are reported as other  comprehensive
        income.  Foreign currency  transaction  gains and losses are included in
        net income in the period  the  exchange  rate  changes.  Translation  or
        transaction   gains  or  losses  were  not  material  to  the  financial
        statements as of November 30, 1998.

    (e) Cash and Cash Equivalents

        The company  considers  highly liquid  investments  having a maturity of
        three months or less at the date of purchase to be cash equivalents.

        Cash   balances  are  insured  by  the  F.D.I.C.   up  to  $100,000  per
        institution.  Balances in excess of $100,000 per institution are at risk
        should  the  financial  institution  fail.   Substantially  all  of  the
        company's cash assets are held by one financial institution and would be
        subject to that risk.

3.  ACQUISITION OF NET ASSETS OF TRUCTECH, INC.

    By agreement dated December 5, 1996, as amended, NuPro received an option to
    acquire  the  net  assets  of  TrucTech,  including  technology  rights,  by
    exchanging  NuPro  stock  for  all of the  net  assets  and  liabilities  of
    TrucTech.  Effective  December  1,1998,  NuPro  entered into an agreement to
    acquire all the net assets of TrucTech in exchange for  7,333,333  shares of
    NuPro's common stock.  However, for accounting purposes,  since the TrucTech
    shareholders  received  voting control of NuPro (the legal  acquirer) in the
    transaction,  the  acquisition  is  treated as the  acquisition  of NuPro by
    TrucTech with TrucTech as the  accounting  acquirer  (reverse  acquisition).
    Accordingly, TrucTech's assets and liabilities are recorded in the financial
    statements  at their  historical  cost.  NuPro's  assets,  liabilities,  and
    operations  are recorded in the  financial  statements  from the date of the
    reverse  acquisition.  NuPro's  outstanding  shares,  as of the  date of the
    reverse  acquisition,  are reflected as shares issued by TrucTech to acquire
    NuPro. The shares are recorded at the net book value of NuPro since,  before
    the reverse acquisition,  NuPro had minimal operations and its primary asset
    was an advance to TrucTech.

    As a result of the option  agreement  to acquire the net assets of TrucTech,
    and the  anticipated  completion  thereof,  NuPro  commenced  organizational
    activities and  prototyping  and market  development  efforts in early 1997.
    However, certain related expenses,  totaling $144,651,  continued to be paid
    by TrucTech until November 30, 1997.

    In 1998 management  recognized that these 1997 amounts should have been born
    by NuPro and were subsequently  transferred to NuPro. The amount,  which had
    been  included in the 1998 expenses of NuPro is  accordingly  reflected as a
    prior period adjustment to 1997. The restatement decreased the 1998 net loss
    by approximately $(.01) per share.

                                      F-23
<PAGE>
NUPRO INNOVATIONS INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1998
--------------------------------------------------------------------------------

4.  ADVANCES TO TRUCTECH, INC.

    The amount represents unsecured advances during 1997 and 1998 to support the
    TrucTech operations in contemplation of the business combination  transacted
    as  of  December  1,  1998.  $370,348  of  the  amount  represents  TrucTech
    obligations  paid by the  issuance of NuPro stock  valued at its fair market
    value as of the date of issuance. The balance represents cash advanced.

5.  PROPERTY AND EQUIPMENT

    Production Equipment                                             $31,952
    Automotive Equipment                                              14,291
    Office Equipment                                                  22,040
                                                                     -------
                                                                      68,283
    Less: Accumulated Depreciation                                    16,587
                                                                     -------

    NET BOOK VALUE                                                   $51,696
                                                                     =======

6.  NOTES PAYABLE

    Included in NuPro bank  indebtedness  is a bank line of credit in the amount
    of $31,185 (Cdn $45,000) with an outstanding balance at November 30, 1998 of
    $29,335  (Cdn  $45,000).  The bank line of credit is due on demand and bears
    interest  at prime plus 4% and is secured  by a general  security  agreement
    over all assets of the Company and the guarantee of a former director.

7.  LONG-TERM LIABILITIES

    Related Party Loans

    Loans from various  shareholders of the Companies,  interest
    at 10 - 12%, with no specific terms of repayment or maturity
    dates.  Unsecured.  (U.S. GAAP requires that such loans with
    no specific repayment terms be classified as current.)            $64,098

     Less: Current portion of principal                                64,098
                                                                      -------

     Net long-term debt                                               $    --
                                                                      =======

                                      F-24
<PAGE>
NUPRO INNOVATIONS INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1998
--------------------------------------------------------------------------------

8.  SHARE CAPITAL

    Under the State of Delaware  Certificate of  Incorporation,  NuPro's capital
    stock is as follows:

    (a) Authorized
        20,000,000 shares of common stock, par value of $0.001
        1,000,000 shares of preference stock, par value of $0.001, issuable in
        series, with powers, preferences and relative, participating, optional
        or  other  special  rights,  and   qualifications,   limitations,   or
        restrictions as fixed by the Board of Directors.

    (b) Issued

        2,808,885 shares of common stock.

<TABLE>
<CAPTION>
                                        AVERAGE         RANGE         SHARES          AMOUNT         VALUATION
                                        -------         -----         ------          ------         ---------
<S>                                      <C>          <C>           <C>             <C>          <C>
    ISSUED DURING FISCAL 1996:
      "Escrow" shares issued for cash*   $0.007            $0.007     750,000        $  5,569    fair market value
      Initial shares issued for cash     $1.000            $1.000           2               2    fair market value
                                                                     --------        --------
                                                                      750,002           5,571
                                                                     --------        --------
    ISSUED DURING FISCAL 1997:
       Issued for cash                   $0.366     $0.365-$0.366     535,855         195,857    fair market value
       Issued for cash                   $0.524     $0.520-$0.540     169,933          89,000    fair market value
       Issued for cash                   $0.731            $0.731       6,817           4,983    fair market value
       Issued for cash                   $1.000            $1.000      31,000          31,000    fair market value
                                                                     --------        --------
                                                                      743,605         320,840
                                                                     --------        --------

       Issued for services               $0.361     $0.360-$0.361      75,660          27,268    fair market value
       Issued to pay services and debt   $0.506     $0.505-$0.533     569,139         288,098    fair market value
       Issued for services               $1.000            $1.000       4,940           4,940    fair market value
                                                                     --------        --------
                                                                      649,739         320,306
                                                                     --------        --------
    ISSUED DURING FISCAL 1998:
       Issued for cash                   $0.533     $0.514-$0.560     215,816         114,954    fair market value
       Issued for cash                   $0.650            $0.650       9,886           6,425    fair market value
       Issued for cash                   $0.750            $0.750      83,000          62,250    fair market value
       Issued for cash                   $1.000            $1.000     236,687         236,687    fair market value
                                                                     --------        --------
                                                                      545,389         420,316
                                                                     --------        --------
      Issued to pay services,
      rent and debt                      $1.000            $1.000     120,150         120,150    fair market value
                                                                    ---------        --------
    TOTAL SHARES ISSUED                                             2,808,885
                                                                    ---------
</TABLE>

    * See Note 14.
                                      F-25
<PAGE>
NUPRO INNOVATIONS INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1998
--------------------------------------------------------------------------------

    (c) Share Purchase Options

        Options to purchase 275,000 common shares are  outstanding,  and may
        be exercised on the following basis:

                                NUMBER OF      EXERCISE
                                 SHARES         PRICE        EXPIRATION DATE
                                 ------         -----        ---------------
           Directors            125,000         $4.00       December 31, 2002
           Advisory Council      90,000         $4.00       December 31, 2000
           Consultants           60,000         $1.00       December 31, 2002

    During fiscal 1998, each member of the Company's Board of Directors received
    options to acquire 25,000 shares of the Company's  common stock at $4.00 per
    share as director  compensation.  In  addition,  each member of the Advisory
    Council  received options during fiscal 1998 to acquire 15,000 shares of the
    Company's common stock at $4.00 per share as advisory council  compensation.
    Since the exercise price  substantially  exceeds the current market price of
    the stock,  grant-date fair value has been assigned to the options  granted.
    No options have been exercised  during fiscal 1998.  Stock issued to acquire
    goods or services,  other than  employee  services,  is valued at grant-date
    fair value.

9.  SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

    In the year  ended  November  30,  1998,  5,150  shares of NuPro,  valued at
    $5,150, were issued for services, 15,000 shares of NuPro, valued at $15,000,
    were issued for rent, and 100,000 shares of NuPro, valued at $100,000,  were
    issued to settle debts of TrucTech.

    The value of the shares issued in  settlement of debt and services  rendered
    was at the fair value of the shares at the date of issuance. No income taxes
    were paid and interest paid approximates the amounts disclosed as expense.

10. INCOME TAXES

    NuPro  potentially  has losses for income tax  purposes  available to reduce
    future  taxable  income of  approximately  $986,000.  The potential  benefit
    ($394,000)  of  these  losses  has  not  been  reflected  in  the  financial
    statements  since it is more  likely  than not that the  losses  will not be
    utilized.  These  losses  will  begin  expiring  as of  November  30,  2012.
    Additionally,  the  limitations on these losses  resulting from the business
    combination has not been  determined but could be substantial.  Accordingly,
    the valuation allowance equals the deferred tax asset.

11. COMMITMENTS AND CONTINGENCIES

    NuPro has lease commitments outstanding as follows:

                                        MONTHLY     ANNUAL        MATURITY
                                        -------     ------        --------
        Office - Tucson, Arizona        $1,961     $25,332     March 31, 2000
        Factory - Guaymas, Mexico        1,015      12,180     October 31, 2002

    Future  minimum lease payments due on leases for years ended November 30 are
    as follows:

           1999                      $37,512
           2000                       20,024
           2001                       12,180
           2002                       11,165
                                     -------
                                     $80,881
                                     =======

                                      F-26
<PAGE>
NUPRO INNOVATIONS INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1998
--------------------------------------------------------------------------------


    On February 15,  1998,  TrucTech  and NuPro  entered into an agreement  with
    Tooling  Technology,  canceling their option to acquire 3% of the issued and
    outstanding  TrucTech shares and settling in full the  approximate  $100,000
    liability  for  production  tooling in exchange for 100,000  shares of NuPro
    stock and  warrants  to acquire an  additional  100,000  shares at $1.25 per
    share. Those warrants expired on June 30, 1998 without exercise.

    CONTINGENCIES

    YEAR 2000 COMPLIANCE

    The year 2000 issue  relates to  misstatements  that may result in  computer
    systems that use only two digits to record a year. The misstatements,  which
    may occur before,  on, or after January 1, 2000,  result when dates are used
    in computations and comparisons. Company management believes it is compliant
    with the SEC's  requirement to evaluate and disclose the cost of compliance.
    NuPro  utilizes only popular  retail  software  which asserts that it is Y2K
    compliant.  Additionally,  management believes it is not currently dependent
    on vendors or suppliers  whose  systems,  if not  compliant  would cause any
    material financial misstatements to NuPro.

12. RELATED PARTY TRANSACTIONS

    During the periods, the following financial transactions were completed with
    shareholders,  directors, managers or employees who are deemed to be related
    parties to the Company:

    In June 1998,  options to purchase  25,000  common shares at $4.00 per share
    until December 31, 2002 were issued to each of five directors.

    In June 1998,  options to purchase  15,000  common shares at $4.00 per share
    until  December  31, 2000 were issued to each of six members of the advisory
    council.

    During 1998 rent was paid to a director for factory space in Guaymas, Mexico
    of $12,180.

    During 1998,  management  fees were accrued to two members of management for
    fiscal 1998 in the amount of $180,000.

    During 1998,  management  salaries  were accrued to one member of management
    covering  the  period of  January  1997 to  November  1998 in the  amount of
    $75,125.

    During 1998,  various unsecured loans bearing interest at 12% per annum were
    made to the Company by shareholders. The balance outstanding at November 30,
    1998 totaled $64,098.

    During  1998,  wages were paid to children of one  director in the amount of
    $16,436.

                                      F-27
<PAGE>
NUPRO INNOVATIONS INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1998
--------------------------------------------------------------------------------

    During 1998, common shares were issued as follows:

<TABLE>
<CAPTION>
        RELATION                  NUMBER     CONSIDERATION                   VALUATION
        --------                  ------     -------------                   ---------
<S>                              <C>        <C>                        <C>
    Director and officer          60,000      45,000 cash               Exercise of warrants
    Director and officer          64,000      33,600 cash               Exercise of warrants
    Director and officer          23,000      17,250 Cash               Exercise of warrants
    Children of  a director        5,600       2,938 Cash               Fair market value
    Members of advisory council    3,375       3,375 Services           Fair market value
    Director                      15,000      15,000 Rent               Fair market value
    TrucTech creditor            100,000     100,000 debt settlement    Fair market value
</TABLE>

13. NET LOSS PER SHARE

    Restricted  shares and warrants are not included in the  computation  of the
    weighted  average  number of shares  outstanding  during  the  period as the
    effect  would  be  antidilutive.  The 1998  net  loss  per  common  share is
    calculated by dividing the loss by the  2,562,051  weighted  average  shares
    outstanding during the period.

14. SUBSEQUENT EVENTS

    ACQUISITION OF TRUCTECH, INC.

    By  agreement  dated  December 5, 1996,  as amended,  NuPro had an option to
    acquire  the  net  assets  of  TrucTech,  including  technology  rights,  by
    exchanging  NuPro  stock  for  all of the  net  assets  and  liabilities  of
    TrucTech.  However, for accounting purposes, since the TrucTech shareholders
    received  voting control of NuPro (the legal  acquirer) in the  transaction,
    the  acquisition  is treated as the  acquisition  of NuPro by TrucTech  with
    TrucTech as the  accounting  acquirer  (reverse  acquisition).  Accordingly,
    TrucTech's  assets and liabilities are recorded in the financial  statements
    at their historical cost.  NuPro's assets,  liabilities,  and operations are
    recorded  in  the  financial   statements  from  the  date  of  the  reverse
    acquisition.  NuPro's  outstanding  shares,  as of the  date of the  reverse
    acquisition,  are reflected as shares  issued by TrucTech to acquire  NuPro.
    The shares are  recorded  at the net book value of NuPro  since,  before the
    reverse acquisition,  NuPro had minimal operations and its primary asset was
    an advance to TrucTech.

                                      F-28
<PAGE>
                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                        NUPRO INNOVATIONS INC.


Date: November 9, 2000                  By: /s/ Luba Veselinovic
                                            ------------------------------------
                                            Name:  Luba Veselinovic
                                            Title: Chief Executive Officer
                                                   and President
                                                   (Principal Executive Officer)


     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated.


Dated: November 9, 2000                 By: /s/ Elke Veselinovic
                                            ------------------------------------
                                            Elke Veselinovic
                                            Treasurer, Director
                                            (Principal Financial Officer)


Dated: November 9, 2000                 By: /s/ Ernesto Zaragoza de Cima
                                            ------------------------------------
                                            Ernesto Zaragoza de Cima
                                            Vice President, Director


Dated: November 9, 2000                 By: /s/ Lawrence J. McEvoy Jr.
                                            ------------------------------------
                                            Lawrence J. McEvoy Jr.
                                            Secretary, Director


Dated: November 9, 2000                 By: /s/ Charles H. Green
                                            ------------------------------------
                                            Charles H. Green
                                            Director


Dated: November 9, 2000                 By: /s/ Reiner Becker
                                            ------------------------------------
                                            Reiner Becker
                                            Director

                                      F-29