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

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

                                   ----------

                                   FORM 10-KSB
            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)

                        5151 E. Broadway Blvd., Suite 730
                              Tucson, Arizona 85711
                    (Address of Principal Executive Offices)

                                 (520) 571-0900
              (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 [ ] No [X]

     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 January 14, 2000 was
12,617,217.  The  aggregate  market value of the Common Stock of the  registrant
held by  non-affiliates  as of January  14, 2000 was  approximately  $17,972,950
based on the average bid and asked  prices for such Common  Stock as reported on
the OTC Bulletin Board.

                      DOCUMENTS INCORPORATED BY REFERENCE:

     Portions  of the  Company's  Proxy  Statement  relating  to its 2000 Annual
Meeting  of  Shareholders  to be held on  March  30,  2000 are  incorporated  by
reference into Part III, Items 9, 10, 11, and 12.

================================================================================
<PAGE>
                                TABLE OF CONTENTS
ITEM                                                                        PAGE
----                                                                        ----
                                     PART I

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.  Management's Discussion and Analysis or 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........... 21
12. Certain Relationships and Related Transactions........................... 21
13. Exhibits, List and Reports on Form 8-K................................... 21
    Financial Statements.....................................................F-S
    Signatures............................................................... 23

                                       i
<PAGE>
                                     PART I

NUPRO(TM) AND NUPRO INNOVATIONS(TM) ARE TRADEMARKS OR TRADE NAMES OF THE COMPANY

     This   Annual   Report  on  Form   10-KSB   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.  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
under  the  name  "NuPro  Innovations  Inc."  When  used  in  this  registration
statement,  unless the context requires otherwise,  the term "Company" 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  Innovations  Inc.
incorporated  under the laws of the  United  Mexican  States.  The  Company is a
development  stage  corporation with its principal  offices located at 5151 East
Broadway Blvd.,  Suite 730,  Tucson,  Arizona,  85711.  The Company's  telephone
number  is  (520)  571-0900  and  its  web  site  is   www.nuproinnovations.com.
Information  on the  Company's  web  site  does  not  constitute  part  of  this
registration statement.

     On  December  1, 1998,  the  Company  acquired  the use of and the right to
commercialize a composite industrial engineering material (the "NuPro Material")
with the acquisition (the "TrucTech  Acquisition")  of substantially  all of the
assets and liabilities of TrucTech,  Inc., a Georgia  corporation  ("TrucTech").
Under the terms of the TrucTech  Acquisition,  the Company  acquired  TrucTech's
assets and assumed  TrucTech's  liabilities  in exchange for  $5,500,000  of the
Company's common stock, par value $0.001 per share ("Common  Stock"),  valued at
$0.75  per  share,  or an  aggregate  of  7,333,333  shares,  which  represented
approximately  73%  of  the  Company's   outstanding  Common  Stock  immediately
following the TrucTech Acquisition.  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 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
          planned business activities.  The Company, however, does not currently
          anticipate any additional  significant  corporate  acquisitions in the
          next 12 months.

                                       2
<PAGE>
     *    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  is  developing  applications  for the  NuPro  Material  for a truck bed
enclosure  ("TracTop")  and a pallet top. The Company  anticipates  that it will
begin  manufacturing  certain  product  applications  by the  end of the  fourth
quarter of fiscal 2000.

     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

                                        3
<PAGE>
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 and an amount equal to $150,000 less all royalties paid under
the patent  agreement prior to December 30, 1990, 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 the United Mexican States, 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 begun  achieving
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.

     In August  1997,  Canada  Pallet Corp.  of  Campbellford,  Canada  ("Canada
Pallet")  contributed  $25,000 towards the cost of designing and prototyping the
NuPro  Pallet.  Canada  Pallet and the  Company  have  agreed to suspend  Canada
Pallet's  arrangement  to  purchase a turnkey  manufacturing  line for the NuPro
Pallet until pallet  production  with the NuPro  Material  begins.  In addition,
negotiations  are  currently  in progress  with  several  other  parties for the
purchase  of  turnkey  manufacturing  lines with  respect to the pallet  product
application 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 fourth quarter of
fiscal year 2000.

     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

                                       4
<PAGE>
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
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 fourth quarter of fiscal year 2000.

     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 third  quarter of fiscal 2000.  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 commenced.

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,
Venezuela, and Romania 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  "Management's  Discussion  and
Analysis or 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 maleability,  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
expenditures  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

                                       6
<PAGE>
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
"Management's  Discussion  and  Analysis or 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 "Management's  Discussion and Analysis or
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 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
over the next 12 months,  including $500,000 in additional  development expenses
by the end of the first  quarter  of fiscal  year 2000 on  product  testing  and
capital  expenditures  for research and  development  equipment.  The Company is
currently in the process of  constructing  new  administrative  and research and
development  offices in Tucson,  Arizona,  consisting  of  approximately  12,000
square feet.  See  "Management's  Discussion and Analysis or 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

                                       7
<PAGE>
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.

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 is in the process of
obtaining worker's  compensation and directors and officers liability insurance.
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 offices are located in approximately
1,272  square  feet of space in Tucson,  Arizona.  The  Company  occupies  these
premises under a lease  agreement  expiring on March 31, 2000, and providing for
rent at a rate of $2,014 per month.  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 and new administrative and research and development  offices
in Tucson, Arizona,  consisting of approximately 12,000 square feet. The Company
anticipates that the land and  construction  costs of (i) the first phase of the
manufacturing   facilities  will  be  approximately   $1,235,600  and  (ii)  the
administrative  and  research  and  development  offices  will be  approximately
$1,200,000.  The Company anticipates that the construction of the first phase of
its manufacturing  facilities,  which includes approximately 32,000 square feet,
and its administrative and research and development offices will be completed by
the end of the second  quarter of fiscal year 2000.  The Company  considers  its
current and planned  facilities to be sufficient for its current and anticipated
operations.

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 has been quoted on the OTC Bulletin Board under
the symbol NUPP since August 21,  1998.  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 January 15, 2000             $3.1563      $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 January 14, 1999, there were  approximately  174 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

     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 now 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. 1 to the Form 10-SB
and,  therefore,  the Company has not cleared all SEC  comments by February  24,
2000.  Accordingly,  the  Company's  Common  Stock has been removed from the OTC
Bulletin  Board and the Company has moved its listing to 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 January 14, 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
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 effect 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.

                                       10
<PAGE>
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.

     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.

     On July 18, 1999,  the Company  closed the  acquisition  of (the  "TrucTech
Asset Acquisition") substantially all of the assets and liabilities of TrucTech,
Inc.,  a  Georgia  corporation  ("TrucTech"),  pursuant  to  an  Asset  Purchase
Agreement between the Company and TrucTech effective as of December 1, 1998 (the
"TrucTech Asset Purchase  Agreement").  The total consideration for the TrucTech
Asset  Acquisition  was US  $5,500,000,  which was  satisfied by the issuance of
7,333,333 shares of Common Stock, valued at US $0.75 per share. 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.

     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

                                       11
<PAGE>
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. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

     EXCEPT  FOR  HISTORICAL   INFORMATION   CONTAINED  HEREIN,   THE  FOLLOWING
DISCUSSION   CONTAINS   FORWARD-LOOKING   STATEMENTS   THAT  INVOLVE  RISKS  AND
UNCERTAINTIES.  SUCH FORWARD-LOOKING STATEMENTS INCLUDE, BUT ARE NOT LIMITED TO,
STATEMENTS REGARDING FUTURE EVENTS AND THE COMPANY'S PLANS AND EXPECTATIONS. THE
COMPANY'S  ACTUAL RESULTS COULD DIFFER  MATERIALLY FROM THOSE DISCUSSED  HEREIN.
READERS  ARE  CAUTIONED  NOT TO  PLACE  UNDUE  RELIANCE  ON THE  FORWARD-LOOKING
STATEMENTS THAT RELATE TO THE COMPANY'S FUTURE PERFORMANCE. SEE "SPECIAL NOTE ON
FORWARD-LOOKING STATEMENTS."

PLAN OF OPERATION

     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 in July 1999 of
securities in units that included shares of Common Stock,  unsecured convertible
debentures,  and  warrants  pursuant  to  Regulation  S  promulgated  under  the
Securities Act (the "Regulation S Offering"). The Company received $6,000,000 in
proceeds  from the  Regulations S Offering.  See "Recent  Sales Of  Unregistered
Securities." The Company  currently has no other internal or external sources of
liquidity,  but anticipates  that it may raise additional funds by way of equity
or debt financing in the third or fourth  quarter of fiscal year 2000.  There is
no assurance that the Company will be able to raise any additional funds through
equity or debt financings on terms that are favorable to the Company if at all.

RESEARCH AND DEVELOPMENT

     The Company  anticipates that it will continue  research and development to
enhance the technology of the NuPro 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. 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,  (i) approximately  $500,000 will
be  attributable  to  product  testing  and  capital  expenditures  for  testing
equipment, which the Company expects to incur by the end of the first quarter 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

                                       12
<PAGE>
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 fourth quarter of fiscal
year 2000. See "Factors that May Affect Future Operating Results."

PLANT AND EQUIPMENT

     The Company is currently in the process of constructing  two  manufacturing
facilities  in Guaymas,  Sonora,  Mexico,  consisting of  approximately  186,000
square feet and new  administrative  and  research  and  development  offices in
Tucson, Arizona,  consisting of approximately 12,000 square feet. The purpose of
the  Company's  Tucson  offices  will be 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 offices 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  of  the  Company's   employees  and  future  customers.   The  Company
anticipates  that the  construction  of the  first  phase  of its  manufacturing
facilities,   which   includes   approximately   32,000  square  feet,  and  its
administrative and research and development offices will be completed by the end
of the second quarter of fiscal year 2000 and will cost approximately $1,235,600
and  $1,200,000,  respectively.  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  construction of the first phase of its  manufacturing
facilities and its  administrative  and research and  development  offices.  The
Company  considers its current and planned  facilities to be sufficient  for its
current and anticipated operations.

     The Company expects to purchase and install its production equipment during
the second and third  quarters of fiscal year 2000.  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 $1,815,000, in connection with such purchase and installation. 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.

YEAR 2000 COMPLIANCE

     The  inability  of  computers,   software  and  other  equipment  utilizing
microprocessors  to recognize and properly process data fields  containing a two
digit  calendar  year is commonly  referred to as the "Year  2000"  issue.  As a
result of the Year 2000 issue, such systems may be unable to accurately  process
some date-based information.

     Prior to December 31, 1999, the Company had:

          investigated  new  production  equipment  to be purchased to determine
          which  equipment is Year 2000  compliant and would be suitable for the
          Company;

          assessed  the  Company's  limited  number of  personal  computers  and
          computer  software to determine  whether the Company has any Year 2000
          compliance  issues  with  respect to its  limited  internal  operating
          systems; and

          examined  the extent to which the  Company  depends  on third  parties
          whose systems may not be Year 2000 compliant.

                                       13
<PAGE>
However,  there may be a number of unforeseen  circumstances  or unknown factors
that the Company has not yet identified or  anticipated  regarding the Year 2000
compliance  issue,  and such  circumstances  or  factors  could  have a material
adverse effect on the Company's business,  financial  condition,  and results of
operations.  Because the Company is currently at a developmental stage, the most
reasonably  likely worst case  scenario  would  involve an  interruption  in the
Company's  telephone  services,  a malfunction of the limited number of personal
computers  used by the Company or disruption or  cancellation  of services being
provided  to the  Company  by third  parties  that  could  delay  the  Company's
commencement of manufacturing  operations.  For example, if Year 2000 Compliance
issues cause the builders of the Company's manufacturing  facilities in Guaymas,
Sonora,  Mexico or the Company's new administrative and research and development
offices in Tucson, Arizona to suspend building activities, the Company's plan of
operations  may be delayed and thereby  allow  competitors  and other  companies
developing  similar  industrial  materials a greater  opportunity to gain market
share prior to the Company's entry into the marketplace. Such a delay could have
a material adverse effect on the Company's business,  financial  condition,  and
results of operations.  The Company does not have Year 2000 contingency plans in
place and does not intend to develop such plans.

     As of January 1, 2000,  after the  rollover of time,  all of the  Company's
internal  equipment and personal  computers and computer software is functioning
properly. In addition, the Company has yet to be notified by the builders of its
new  manufacturing  facilities or  administrative  and research and  development
offices or any other  third  parties  upon which the Company  depends  that such
parties have been materially adversely effected by the Year 2000 date change.

FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS

     This Form 10-KSB contains "forward-looking statements" relating to, without
limitation,  future economic  performance,  plans, and objectives of the Company
for future operations and projections of revenue and other financial items, that
are  based on the  beliefs  or  assumptions  made by and  information  currently
available  to  the  Company.  The  words  "expect,"  "estimate,"   "anticipate,"
"believe,"  "intend," "plan," and similar expressions and variations thereof are
intended to identify  forward-looking  statements.  The cautionary statements in
this "Factors that May Affect Future Operating Results" section and elsewhere in
this Form 10-KSB identify important factors with respect to such forward-looking
statements,  including risks and uncertainties,  that could cause actual results
to differ materially from those expressed in or implied by such  forward-looking
statements.

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.

                                       14
<PAGE>
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,  Venezuela,  and  Romania.  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."

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 fourth quarter of fiscal year 2000 and to
commence production on a small initial order of its food processing tray product
application  in the near  future.  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

                                       15
<PAGE>
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.

     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.

                                       16
<PAGE>
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
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."

                                       17
<PAGE>
     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

     On June 18, 1999, the Company closed the  acquisition  (the "TrucTech Asset
Acquisition")  of  substantially  all of the assets and liabilities of TrucTech,
Inc.,  a  Georgia  corporation  ("TrucTech"),  pursuant  to  an  Asset  Purchase
Agreement between the Company and TrucTech effective as of December 1, 1998 (the
"TrucTech  Asset  Purchase  Agreement").  The  TrucTech  Asset  Acquisition  was
approved by the Board of Directors and stockholders of TrucTech and by the Board
of Directors  of the Company.  The total  consideration  for the TrucTech  Asset
Acquisition was US $5,500,000,  which was satisfied by the issuance of 7,333,333
shares of Common  Stock (the  "Shares"),  valued at US $0.75 per share.  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  Asset
Acquisition,  and the  subsequent  distribution  of the  Shares 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
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.

                                       18
<PAGE>
     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.

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

                                       19
<PAGE>
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  commencing at Page F-1 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 information required by this Item with respect to Directors,  Executive
Officer,  Promoters and Control Persons and Compliance with Section 16(a) of the
Exchange  Act is  incorporated  by  reference  from the  information  under  the
captions  "Information   Concerning  Directors,   Nominees,  and  Officers"  and
"Compliance  with  Section  16(a) of the  Securities  and Exchange Act of 1934,"
respectively,  contained in the Company's 2000 Annual Meeting of Shareholders to
be held on March 30, 2000 (the "Proxy Statement").

ITEM 10. EXECUTIVE COMPENSATION.

     The information required by this Item is incorporated by reference from the
information under the caption  "Executive  Compensation"  contained in the Proxy
Statement.

                                       20
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The information required by this Item is incorporated by reference from the
information under the caption "Security  Ownership of Certain  Beneficial Owners
and Management" contained in the Proxy Statement.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The information required by this Item is incorporated by reference from the
information under the caption "Certain  Relationships and Related  Transactions"
contained in the Proxy Statement.

ITEM 13. EXHIBITS, LIST 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*

                                       21
<PAGE>
  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.
+    Management contract or compensatory plan or arrangement.

     (b) Reports on Form 8-K:

     None.

                                       22
<PAGE>
                                    PART F/S

     The following financial statements are included herein:

                  NuPro Innovations Inc. - Financial Statements
                Consolidated for the year ended November 30, 1999
                Combined for the periods ended November 30, 1998

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

Audited Financial Statements - Consolidated for the year ended November 30, 1999
and combined 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

                                      23
<PAGE>
                    [LETTERHEAD OF S.E.CLARK & COMPANY, P.C.]

                         REPORT OF INDEPENDENT AUDITORS

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

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

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  consolidated  and  combined
financial  position of NuPro  Innovations Inc. as of November 30, 1999 and 1998,
respectively,  and the  consolidated  and combined results of its operations and
cash flows from  inception  and for the periods  then ended in  conformity  with
generally accepted accounting principles.

S.E. Clark & Company, P.C.

Tucson, Arizona
January 14, 2000

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

BALANCE SHEETS
AT NOVEMBER 30, 1999 AND 1998
--------------------------------------------------------------------------------
                                                    (CONSOLIDATED)    (COMBINED)
                                                         1999            1998
                                                      ----------      ---------
ASSETS                                                                (Restated)

CURRENT
 Cash (Note 2)                                        $4,387,983      $   2,458
 Accounts Receivable                                          --          3,902
 Inventory                                                 2,246          2,633
 Prepaid Expense                                          11,589         12,892
                                                      ----------      ---------
      Total Current Assets                             4,401,818         21,885

PROPERTY AND EQUIPMENT (Note 5 )                       2,023,386        421,117

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      $ 769,305
                                                      ==========      =========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)

CURRENT
 Notes Payable (Note 6)                               $  119,390      $  81,240
 Accounts Payable (Note 6)                               542,224         83,551
 Accrued Liabilities                                      41,130         51,785
 Accrued Management Fees and Salaries
  (Notes 11 and 12)                                      327,214        107,253
 Current portion of long-term liabilities                 59,346         46,532
                                                      ----------      ---------
      Total Current Liabilities                        1,089,304        370,361

LONG-TERM LIABILITIES (Note 7)                           200,724        539,283

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

OTHER LIABILITIES
   Accrued Management Fees (Note 11)                     320,000        320,000

COMMITMENTS AND CONTINGENCIES (Note 11)                       --             --

SHAREHOLDERS' EQUITY (DEFICIENCY) (Note 8)             3,862,180       (460,339)
                                                      ----------      ---------
                                                      $6,522,208      $ 769,305
                                                      ==========      =========

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

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

STATEMENTS OF LOSS AND DEFICIT
YEARS ENDED NOVEMBER 30,1999 AND 1998
--------------------------------------------------------------------------------
                                                                    (COMBINED)
                                                                     DEFICIT
                                                                    ACCUMULATED
                                                                    DURING THE
                                     (CONSOLIDATED)   (COMBINED)    DEVELOPMENT
                                         1999            1998          STAGE
                                     ------------    ------------   ------------
                                                      (Restated)
Revenue - Interest earned            $   114,891     $        --    $   114,891
                                     -----------     -----------    -----------
Costs and expenses:
 Development, pre-production,
  and administration                     679,980         649,479      3,031,552
 Stock issued for protection
  of investment                               --       3,252,600      3,252,600
 Loss on impairment and disposition
  of properties                               --          71,841        321,794
 Financial, primarily interest            65,619          69,046        691,635
 Depreciation and amortization            19,809          21,678        138,764
                                     -----------     -----------    -----------
                                         765,408       4,064,644      7,436,345
                                     -----------     -----------    -----------
 Loss before income tax benefits        (650,517)     (4,064,644)    (7,321,454)

 Income tax benefits                          --              --             --
                                     -----------     -----------    -----------
 Net loss                            $  (650,517)    $(4,064,644)   $(7,321,454)
                                     ===========     ===========    ===========
 Net loss per common share
  (basic and diluted)                $     (0.06)    $     (0.40)
                                     ===========     ===========
 Weighted average shares
  outstanding (Note 13)               11,336,670      10,142,218
                                     ===========     ===========

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

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

STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED NOVEMBER 30, 1999 AND 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 acquisition of
 net assets of TrucTech, Inc.        7,333,333          7,333       5,492,667                     5,500,000
 Adjustment to combine net
  assets of TrucTech, Inc.                  --             --        (476,585)    (2,284,243)    (2,760,828)
                                   -----------    -----------    ------------    -----------    -----------
COMBINED, DECEMBER 1, 1997           9,476,679          9,476       5,660,656     (2,606,293)     3,063,839
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
Combined net losses as
 previously reported                        --             --              --     (4,137,454)            --
Adjustment to restate expenses
 associated with TrucTech, Inc.             --             --              --        144,651             --
Loss on impairment of asset                 --             --              --        (71,841)            --
                                                                                 -----------
Net loss, as restated                       --             --              --     (4,064,644)    (4,064,644)
                                   -----------    -----------    ------------    -----------    -----------
BALANCE, NOVEMBER 30, 1998          10,142,218         10,142       6,200,456     (6,670,937)      (460,339)
                                   -----------    -----------    ------------    -----------    -----------
Regulation-S issued                  2,475,000          2,475       4,947,525             --      4,950,000
Costs of raising capital                    --             --         (53,698)            --        (53,698)
Escrowed shares issued
 in conversion of debt (Note 8)             --             --          76,734             --         76,734
Net loss for the period                     --             --              --       (650,517)      (650,517)
                                   -----------    -----------    ------------    -----------    -----------
BALANCE, NOVEMBER 30, 1999          12,617,218    $    12,617    $ 11,171,017    $(7,321,454)   $ 3,862,180
                                   ===========    ===========    ============    ===========    ===========
</TABLE>

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

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

STATEMENTS OF CASH FLOW
YEARS ENDED NOVEMBER 30, 1999 AND 1998
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                        (COMBINED)
                                                                                        ACCUMULATED
                                                                                        DURING THE
                                                     (CONSOLIDATED)     (COMBINED)      DEVELOPMENT
                                                          1999             1998            STAGE
                                                      -----------      -----------      -----------
                                                                        (Restated)
<S>                                                   <C>              <C>              <C>
CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES
 Net loss for the period                              $  (650,517)     $(4,064,644)     $(7,321,454)
 Adjustments to reconcile net loss
  to net cash
  Depreciation                                             19,809           21,678          138,764
  Loss on disposal of obsolete equipment                       --               --          130,141
  Stock issued for protection of investment                    --        3,252,600        3,252,600
  Stock issued for rent and services                           --           20,150           70,108
  Impairment Loss on unutilized
   pre-production plant                                        --           71,841           71,841
  Accounts receivable                                      13,902           12,283          (90,189)
  Inventories                                                 387               --           (2,246)
  Prepaid expense                                           1,303           (2,864)         (11,589)
  Accounts payable and accrued liabilities                520,167          (76,656)         655,503
  Payables and accruals paid with NuPro stock                  --          100,000          370,348
  Accrued management fees and salaries                    219,961          325,500          647,214
                                                      -----------      -----------      -----------
                                                          125,012         (340,112)      (2,088,959)
                                                      -----------      -----------      -----------
INVESTING ACTIVITIES
 Purchase of capital assets                            (1,622,078)          (3,220)      (2,507,746)
 Deposits                                                  (6,815)              --           (6,815)
                                                      -----------      -----------      -----------
                                                       (1,628,893)          (3,220)      (2,514,561)
                                                      -----------      -----------      -----------
FINANCING ACTIVITIES
 Notes payable                                             38,150            8,519          119,390
 Increase in (repayment of) long-term liabilities          (9,429)        (143,239)         392,442
 Advances from (repayments to) shareholders               (85,617)          57,258           98,327
 Increase in convertible debentures                     1,050,000               --        1,050,000
 Common stock subscribed and paid                       4,896,302          420,316        7,331,344
                                                      -----------      -----------      -----------
                                                        5,889,406          342,854        8,991,503
                                                      -----------      -----------      -----------
INCREASE (DECREASE) IN CASH FOR THE PERIOD              4,385,525             (478)       4,387,983

CASH, BEGINNING OF PERIOD                                   2,458            2,936               --
                                                      -----------      -----------      -----------
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.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1999 AND 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.

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

     The financial  statements of NuPro are for the fiscal years ended  November
     30, 1999 and 1998 and TrucTech are for the eleven months ended November 30,
     1998.

     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.

     The Combined 1998 Balance  Sheets and  Statements of  Shareholders'  Equity
     reflect the combined assets, liabilities and shareholders' equity, of NuPro
     and TrucTech  based on the 1999  completion of the  acquisition by NuPro of
     the net assets of TrucTech, see Note 3.

     NuPro and TrucTech were under common  control as defined by U.S. GAAP which
     requires that their  combination  be accounted for at historical  cost in a
     manner similar to pooling of interest accounting. To reflect the continuity
     of interest of the  principal  shareholders  in the  business,  all assets,
     liabilities,  and  shareholders'  equity have been recorded in the Combined
     Balance Sheet at the book values of the  predecessor  companies'  accounts.
     Research and development expenditures are charged to expenses in the period
     incurred. Cumulative expenses through the effective date of the combination
     represent the development costs of the TracTop telescoping pickup cover and
     other products and materials:

                  TrucTech                                  $2,426,641
                  NuPro                                        991,696
                                                            ----------
                  Cash and Accrued expenses                  3,418,337
                  TrucTech stock issued for
                    protection of investment                 3,252,600
                                                            ----------

                  Total expense                             $6,670,937
                                                            ==========

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 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 its name changed to NuPro  Innovations  Inc.  from TracTop
          Distributing Inc.

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

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

          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.

          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.

     (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   accumulated
          depreciation. Depreciation is recorded on a straight-line basis during
          commercial production at the following rates:

                 Building                                     3%
                 Production Equipment                        10%
                 Automotive Equipment                        20%
                 Office Equipment                     10 and 20%

          Management will periodically assess its ability to recover the cost of
          its  long-lived  assets  through  cash-flows  resulting  from sales of
          related  products or the assets.  Costs deemed not recoverable will be
          considered  impaired  and the  asset  cost  reduced  by the  estimated
          impairment.  Since the company is still in the development stage it is
          not yet possible for management to assess  whether an  impairment,  if
          any, exists.

     (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.

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

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

          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 had an option to
     acquire the net assets of TrucTech,  including  technology rights, at their
     fair  value,  by  exchanging  NuPro  stock  for all of the net  assets  and
     liabilities  of  TrucTech.  Since the  TrucTech  shareholders  would retain
     control  after the  combination,  the  combination  is considered a reverse
     acquisition.   Accounting  rules  of  the  U.S.   Securities  and  Exchange
     Commission  required that the historic cost basis of the control parties be
     carried over.  Thus, the transaction is required to be recorded at historic
     costs which may be  substantially  less than the current  fair value of the
     assets exchanged.

     The exercise of the option under the agreement was approved by the Board of
     Directors of NuPro Innovations Inc. on March 24, 1999.

     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  world  wide  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%.

     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.

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

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

     In 1998 it was recognized  that these 1997 amounts should be born by NuPro.
     They were  transferred  to NuPro by a credit to  Advances -  TrucTech.  The
     amount is reflected as a prior period  adjustment  in the Statement of Loss
     and Deficit for NuPro.  This  restatement  increased the net loss per share
     computation by approximately $(0.01).

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)   (COMBINED)
                                                          1999           1998
                                                        -------        --------
     Sales of inventory of TracTop Components           $78,051        $ 78,051
     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.  Since  TrucTech is the sole source of  TopTrac's  cash
     flows and there are no TracTop  sales,  it is unlikely this account will be
     repaid in full within the next year.

5.   PROPERTY AND EQUIPMENT

                                                   (CONSOLIDATED)    (COMBINED)
                                                        1999            1998
                                                     ----------      ----------
     Land                                            $  252,822      $       --
     Construction in Progress (Note 11)               1,339,970              --
     Plant Equipment                                    398,839         398,640
     Automotive Equipment                               105,006          83,277
     Office Equipment                                    29,398          22,040
                                                     ----------      ----------
                                                      2,126,035         503,957
     Less: Accumulated Depreciation                     102,649          82,840
                                                     ----------      ----------
     NET BOOK VALUE                                  $2,023,386      $  421,117
                                                     ==========      ==========

     All of the TrucTech plant equipment is located at the TopTrac, S.A. de C.V.
     plant in Guaymas,  Mexico.  NuPro 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.

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

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

                                                     (CONSOLIDATED)   (COMBINED)
                                                         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 $297,955 for net proceeds after  adjustments and selling  expenses
     of $225,254. The mortgage payable thereon was discharged from the proceeds.
     A loss of $71,841 was realized on the transaction.  Since the loss occurred
     soon  after the fiscal  1998 year end the  financial  statements  have been
     restated to recognize the asset impairment as of November 30, 1998.

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, 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  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.

     ACCOUNTS PAYABLE

     Included  in accounts  payable  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.

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

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

7.   LONG-TERM LIABILITIES

                                                     (CONSOLIDATED)   (COMBINED)
                                                         1999            1998
                                                       --------       ---------
     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         183,944
                                                       --------        --------
                                                        260,070         585,815
     Less: Current portion of principal                  59,346          46,532
                                                       --------        --------
                                                       $200,724        $539,283
                                                       ========        ========

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

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

     Future  minimum  principal  payments due on long-term  liabilities  for the
     years ended November 30 are as follows:

                2000                                     $ 59,346
                2001                                       51,032
                2002                                       51,365
             Unscheduled shareholder loans                 98,327
                                                         --------
                                                         $260,070
                                                         ========

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

          12,617,218 shares of common stock.

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

NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1999 AND 1998
--------------------------------------------------------------------------------
<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
                                                                    ----------    ----------
     ISSUED DURING FISCAL 1999:
      Issued for net assets of TrucTech -
      exchange price set during 1998       $0.750          $0.750    7,333,333     5,500,000    fair market value
                                                                    ----------    ----------
      Regulation S shares issued
       for cash                            $2.000          $2.000    2,475,000     4,950,000    fair market value
                                                                    ----------    ----------

     TOTAL SHARES ISSUED                                            12,617,218
                                                                    ==========
</TABLE>

     In July, 1999 the escrow shares referred to above 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 commitments.

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

NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1999 AND 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 or 1999.
     Stock issued to acquire goods or services, other than employee services, is
     valued at grant-date fair value.

     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 debenture certificates 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-14
<PAGE>
NUPRO INNOVATIONS INC.
(A DEVELOPMENT STAGE COMPANY)

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

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  $1,637,000.  The potential  benefit
     ($655,000)  of  these  losses  has  not  been  reflected  in the  financial
     statements  since there is no  assurance  that the losses will 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.

     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 there is no  assurance  that the losses will 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 "stock issued for  protection of investment"
     has not been determined and is excluded from the above.

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:

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

     See the above discussion  regarding lessors  contingent rights to inventory
     and equipment of NuPro.

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

NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1999 AND 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

     TrucTech  issued  common  shares  to  certain  stockholders,  officers  and
     directors to protect their  investment.  The calculated amount was based in
     part on the value of services  performed  by these  individuals  during the
     development stage of TrucTech and other pro-rata  amounts.  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 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.

     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
     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-15
<PAGE>
NUPRO INNOVATIONS 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 is not the  principal  signer of the note,  it is expected that
     the cash flows will come from NuPro 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  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.
     $30,000 of the "frozen" fees are  classified as current to allow payment of
     the above  purchase  obligation of Mr.  Veselinovic  according to the above
     schedule.  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  and its  Mexican  Subsidiary  are both  involved  with  construction
     projects as of November 30, 1999. NuPro is constructing an office, research
     and storage  facility in Tucson of  approximately  12,500 square feet for a
     total  estimated  cost of  $1,200,000.  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  $755,000 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  $1,235,600.  An  affiliate  of NuPro
     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.

                                      F-16
<PAGE>
NUPRO INNOVATIONS INC.
(A DEVELOPMENT STAGE COMPANY)

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

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:

     NUPRO

     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
     covering  the  period  of April  1997 to  November  1998 in the  amount  of
     $270,000.

     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.

     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>

     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.

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

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

     On July 27, 1998,  the TrucTech  shareholders  approved the issuance of the
     shares,  including  shares to related parties to protect their  investment.
     This  issuance  resulted in the  control  group  shares  prior to merger as
     disclosed below:

                                                                      Estimated
                                                         Total      NuPro Shares
                                                         Shares       on Merger
                                                       ---------      ---------
     TrucTech shares held prior to merger:
       Affiliated with Luba and Elke Veselinovic:
         Krida Overseas Trading and Investments          320,867      2,027,253
         Edda Schaecke                                    20,737        207,375
         Veselinovic Children's Trust                    161,642      1,104,412
         NAFTA Technology, Trading and Consulting         80,327        473,960

       Affiliated with Gary Fitchett:
         Pinecrest Consultants, Inc. and
           Fitchett Family Trust (See note 11)           171,771      1,261,918
         Richard Fitchett                                  2,981         21,815
                                                       ---------      ---------
                                                         758,325      5,096,733
                                                       ---------      ---------
     Percent of TrucTech shares                            69.49%
                                                       =========
     NuPro shares held prior to merger:
       Affiliated with Luba and Elke Veselinovic:
         Veselinovic Children's Trust                    210,000        210,000

       Affiliated with Gary Fitchett:
         Fitchett family group                           500,690        500,690
         Gary Fitchett as trustee for
          escrow shares (Note 8)                         750,000        750,000
                                                       ---------      ---------
                                                       1,460,690      1,460,690
                                                       ---------      ---------
     Control group totals:
       Affiliated with Luba and Elke Veselinovic:        210,000      4,023,000
       Affiliated with Gary Fitchett:                  1,250,690      2,534,423
                                                       ---------      ---------
                                                       1,460,690      6,557,423
                                                       =========      =========
     Percent of NuPro shares                               50.39%         64.65%
                                                       =========      =========

     NUPRO CONSOLIDATED

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

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

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

     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, for progress payments for facility construction. See Note 11.

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 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 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-19
<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: February 28, 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: February 28, 2000                By: /s/ Elke Veselinovic
                                            ------------------------------------
                                            Elke Veselinovic
                                            Treasurer, Director
                                            (Principal Financial Officer)


Dated: February 28, 2000                By: /s/ Ernesto Zaragoza de Cima
                                            ------------------------------------
                                            Ernesto Zaragoza de Cima
                                            Vice President, Director


Dated: February 28, 2000                By: /s/ Lawrence J. McEvoy Jr.
                                            ------------------------------------
                                            Lawrence J. McEvoy Jr.
                                            Secretary, Director


Dated: February 28, 2000                By: /s/ Charles H. Green
                                            ------------------------------------
                                            Charles H. Green
                                            Director


Dated: February 28, 2000                By: /s/ Reiner Becker
                                            ------------------------------------
                                            Reiner Becker
                                            Director

                                       24