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                    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 December 31, 2000    Commission file number: 000-28433


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

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

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

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

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

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

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

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

     State issuer's revenues for its most recent fiscal year: $126,074

     The number of shares of Common  Stock  outstanding  as of March 5, 2001 was
14,341,575.  The  aggregate  market value of the Common Stock of the  registrant
held by non-affiliates  as of March 5, 2001 was approximately  $20,914,007 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 2001 Annual
Meeting  of  Shareholders  to be held on  April  20,  2001 are  incorporated  by
reference into Part III, Items 9, 10, 11, and 12 of this report.

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<PAGE>
                                TABLE OF CONTENTS

ITEM                                                                        PAGE
----                                                                        ----

                                     PART I

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

                                     PART II

5.  Market for Common Equity and Related Stockholder Matters................   9
6.  Plan of Operation.......................................................  11
7.  Financial Statements....................................................  17
8.  Changes in and Disagreements With Accountants on Accounting
      and Financial Disclosure..............................................  17

                                    PART III

9   Directors, Executive Officers, Promotions and Control Persons;
      Compliance With Section 16(a) of the Exchange Act.....................  17
10. Executive Compensation..................................................  17
11. Security Ownership of Certain Beneficial Owners and Management..........  17
12. Certain Relationships and Related Transactions..........................  18
13. Exhibits and Reports on Form 8-K........................................  18
    Financial Statements.................................................... F/S
    Signatures..............................................................  20

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                                     PART I

     PRELIMINARY NOTE ON FORWARD-LOOKING STATEMENTS

     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
of  America  under  the  name  "NuPro   Innovations  Inc."  When  used  in  this
registration  statement,   unless  the  context  requires  otherwise,  the  term
"Company" or "NuPro" refers to NuPro  Innovations  Inc., a Delaware  corporation
(formerly known as TracTop  Distributing Inc., an Ontario,  Canada corporation),
and NuPro  Innovation  Mexico  S.A.  de C.V.  ("NuPro  de  Mexico"),  which is a
majority owned  subsidiary of NuPro,  incorporated  under the laws of the United
Mexican States  ("Mexico").  The Company is a development stage corporation with
its principal  offices located at 3296 East  Hemisphere  Loop,  Tucson,  Arizona
85706-5013. The Company's telephone number is (520) 547-3510.

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

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     NuPro(TM) and NuPro  Innovations(TM)  are  trademarks or trade names of the
Company

NUPRO MATERIAL

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

     The  NuPro  Material,  which is  composed  of  certain  chemicals  that are
structured to be receptive to combining with other chemical  compounds to create
stronger and more complete  molecular  structures  with varying  properties,  is
characterized by certain high performance mechanical properties that allow it to
compete with steel, alloys, wood, plastic,  fiberglass, and plastic foam in many
product applications.  The Company believes that a significant cost advantage of
the NuPro  Material  may result  from the  elimination  of a  standard  plastics
manufacturing  step - the  interim  process  of  compounding  the raw  feeds  of
petrochemical  derivatives  into raw  plastics,  and  continuing  the process by
reheating,  pressing,  and reforming the compounds into a finished product. With
the NuPro Material, the finished products are derived directly from the chemical
reaction of certain raw liquid  feedstocks.  As a result,  the Company  believes
that the production process for product  applications with the NuPro Material is
simpler  and  less   expensive  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 the NuPro  Material and 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 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  STRATEGIC  ALLIANCE  OPPORTUNITIES.  The  Company  evaluates
          potential  strategic  alliances on an on-going  basis and at any given
          time may be engaged in discussions with respect to possible  strategic
          alliances.  The Company may seek or create  strategic  alliances  that
          could complement the Company's current or planned business activities.
          The Company,  however,  does not currently  anticipate any significant
          strategic alliances in the next 12 months.

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     *    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 with
manufacturers 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  who  are
interested in using the NuPro Material to manufacture pallets, deck boards, golf
drivers,  and  food  processing  trays  have  funded  all  or a  portion  of the
development process for their respective product applications.  In addition, the
Company  has  developed  applications  for the  NuPro  Material  for a truck bed
enclosure  ("TracTop")  and is in the process of  developing  a pallet top.  The
Company anticipates that it will begin providing turnkey manufacturing lines and
the NuPro Material to manufacturers  for the production of pallets,  deck boards
and food processing trays during fiscal 2001.

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

     The Company's TracTop product  application is subject to a perpetual patent
agreement, as amended, dated as of August 10, 1988, that assigns the U.S. patent
and other rights related to the TracTop  product  application to the Company and
permits the Company to manufacture and sell the TracTop  product.  In connection
with the patent agreement,  the Company must pay a royalty fee of $5.00 per unit
of TracTop  product sold and an amount equal to $150,000 from profits of TracTop
products sold, to certain independent third parties. Because the Company has not
had any sales of its TracTop product,  it has not paid any 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.  ("TopTrac"),  an entity
incorporated  under  the laws of  Mexico  which is a  strategic  partner  of the
Company  located in Mexico and  controlled  by Ernesto  Zaragoza de Cima, a Vice
President  and director of the  Company.  Pursuant to  discussions  between Luba
Veselinovic  and Ernesto  Zaragoza de Cima in  February,  2001,  TopTrac will be
dissolved as a company in Mexico and will be integrated as a department of NuPro
de Mexico as of March 31, 2001.

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

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

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

     DECK BOARDS.  In February 1998, the Company  entered into an oral agreement
with 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  for two  turnkey
manufacturing lines and for the supply of chemicals to such manufacturing lines.
Certain production scale  manufacturing  tests with a full-size  production mold
must be completed  prior to contract  finalization.  Pricing of this  production
mold design, engineering, and manufacturing is being completed for submission to
Erwin  Industries  for  approval and  payment.  There is no  assurance  that the
Company  and  Erwin  Industries  will be able to  reach a final  agreement  with
respect to the  manufacturing  of the deck boards with NuPro  Materials on terms

                                       4
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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  during
fiscal year 2001.

     NUPRO  GOLF  DRIVER.  The  Company  entered  into  an oral  agreement  with
Strategic Machinery Solutions of Atlanta,  Georgia, in June 1998 (the "Strategic
Machinery  Agreement")  for the  prototyping  of a golf club with the head to be
manufactured with the NuPro Material. The Company has delivered first and second
prototypes  to the  developer  and is  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, which would be initially limited to golf drivers, the golf club would
be marketed under the name 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 a pallet top produced  with the NuPro  Material,  which the
Company does not expect to occur prior to the first half of fiscal year 2001. To
date, initial design and market evaluation have been completed.

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

CUSTOMERS; SALES AND MARKETING

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

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

     Although the Company has established  several  strategic  relationships  to
develop certain product applications with the NuPro Material, the Company has no
sales to date. The Company  anticipates that all sales by the Company will be on
a negotiated  price basis.  The Company does not expect to  experience  seasonal
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 South Korea that it anticipates will be the primary  suppliers for
the Company,  however,  the Company  currently  has no supply  contracts for the
purchase  of such  chemical  compounds.  The  Company  will  require  high-grade
chemicals with specific  properties  for the NuPro  Material.  Accordingly,  the
Company  expects to monitor  shipments of chemicals  closely for compliance with
the Company's standards. Although the Company has had no difficulty in obtaining
adequate  supplies of chemicals to date, the Company  anticipates that its needs
for  such  chemicals  will  increase  significantly  when it  begins  to  supply
manufacturers with the proprietary chemicals necessary for the Company's turnkey
manufacturing  packages.  The Company's inability to obtain high-grade chemicals
would  have a  material  adverse  effect on the  Company's  business,  financial
condition, and results of operations.

COMPETITION

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

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

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

REGULATION AND ENVIRONMENTAL CONSIDERATIONS

     The  Company is  currently  not subject to any  environmental  proceedings.
During the year ended  December 31, 2000,  the Company did not make any material
expenditure  for  environmental  control  facilities,   nor  does  it  currently
anticipate  any such  future  expenditure.  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.
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

                                       6
<PAGE>
standards  for the  treatment,  storage,  and  disposal  of solid and  hazardous
wastes.  While the Company has not had to make significant capital  expenditures
for  environmental  compliance,  it cannot predict with any certainty its future
capital expenditure requirements relating to environmental compliance because of
continually changing compliance  standards and technology.  The Company does not
have insurance  coverage for  environmental  liabilities and does not anticipate
obtaining  such  coverage in the near  future.  See "Plan of Operation - Factors
that May Affect Future Operating Results - Environmental Liabilities."

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

RESEARCH AND DEVELOPMENT

The Company maintains a continuing development program devoted to the NuPro
Material and its product applications. Development activities include designing
new and improved products and product applications, testing and enhancing
chemical formulations to generate differing properties in the NuPro Material and
prototype model and mold fabrications. The Company's development expenditures
were approximately $62,000 and $88,000 for fiscal years 1999 and 2000,
respectively. In addition, the Company spent approximately $5,000 for the month
of December, 1999. The Company anticipates that it will incur approximately
$290,000 in research and development expenses during fiscal year 2001, including
product testing and capital expenditures for research and development equipment.
The Company completed its construction of new administrative and research and
development offices in Tucson, Arizona, consisting of approximately 13,400
square feet during the second quarter of fiscal year 2000. See "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 December 31, 2000, the Company had eighteen full-time  employees,  of
whom four had  executive  or  managerial  responsibilities  and four of who were
full-time security guards.  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

                                       7
<PAGE>
officers  or other key  personnel.  The loss of the  services  of its  executive
officers  or other key  personnel  could have a material  adverse  effect on the
Company. To address these risks, the Company must, among other things,  continue
to attract, retain and motivate qualified personnel.  While the Company has been
successful in attracting  qualified personnel to date, there can be no assurance
that the Company  will be  successful  in  attracting  and  retaining  qualified
personnel in the future.

INSURANCE

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

ITEM 2. DESCRIPTION OF PROPERTY.

     The Company's principal administrative and research and development offices
are located in  approximately  13,400  square feet of space in Tucson,  Arizona.
During  the second  quarter  of fiscal  year 2000,  the  Company  completed  the
construction  of  the  Company's  principal   administrative  and  research  and
development offices for a total cost of $1,416,000,  including land. 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 (the "Mexican  Facilities Lease Agreement").  The Company has also entered
into an oral agreement with Mr. Zaragoza de Cima to lease warehouse and showroom
facilities in the same location for approximately $2,500 per month and under the
same terms as the Mexican Facilities Lease Agreement. See "Certain Relationships
and Related Transactions." In the third quarter of fiscal year 2000, the Company
completed  the  construction  of  the  first  phase  of  its  two  manufacturing
facilities in Guaymas,  Sonora,  Mexico,  which  includes  approximately  32,000
square  feet  for a total  cost  of  $1,466,000,  including  land.  The  Company
considers  its  current   facilities  to  be  sufficient  for  its  current  and
anticipated operations for the next 12 months.

ITEM 3. LEGAL PROCEEDINGS.

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

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

     There  were no  matters  submitted  to a vote of  security  holders  of the
Company during the fourth quarter of fiscal year 2000.

                                       8
<PAGE>
                                     PART II

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

GENERAL

     The Company's  Common Stock was quoted on the OTC Bulletin  Board under the
symbol NUPP from August 21, 1998 to February 24, 2000. In January 1999,  the SEC
granted approval of amendments to the NASD OTC Bulletin Board  Eligibility Rules
6530 and 6540 (the "Eligibility Rules"). The Eligibility Rules require a company
listed  on the OTC  Bulletin  Board to be a  reporting  company  with the SEC to
maintain the listing of its stock on the OTC  Bulletin  Board.  The  Eligibility
Rules  required  the Company to become  fully  compliant  by February  24, 2000.
Accordingly,  on December 6, 1999, the Company filed a registration statement on
Form 10-SB.  On February 6, 2000, the Company filed  Amendment No. 1 to the Form
10-SB in response to comments by the SEC on the  Company's  original Form 10-SB.
The  Company's  Form 10-SB,  as amended,  became  effective  on February 6, 2000
pursuant to section  12(g)(1) of the  Securities  and Exchange  Act of 1934,  as
amended.  However, the Eligibility Rules require that the SEC come to a position
of no further comment regarding any registration  statement on Form 10-SB before
the NASD considers a company compliant. The Company's Form 10-SB was still under
review by the SEC on February 24, 2000. Accordingly,  the Company's Common Stock
was removed  from the OTC Bulletin  Board on February 24, 2000.  On November 22,
2000,  the SEC came to a position of no further  comment on the  Company's  Form
10-SB, as amended. Immediately thereafter, the Company filed an application with
the OTC Compliance Unit to relist the Company's Common Stock on the OTC Bulletin
Board  under the sympol  "NUPP." On December 6, 2000,  the OTC  Compliance  Unit
approved  the  Company's  request for an exemption  from filing the  information
required  by Rule  15c2-11,  as such rule is  promulgated  under the  Securities
Exchange Act of 1934, as amended,  to resume  quotation of the Company's  Common
Stock on the OTC Bulletin  Board. On the same date, the NASD resumed quoting the
Company's  Common Stock on the OTC Bulletin  Board under the symbol  "NUPP." The
following  sets forth the range of high and low bid  quotations  for the periods
indicated as reported by Nasdaq. Such quotations reflect prices between dealers,
without  retail  mark-up,  markdown or commission  and may not represent  actual
transactions.

                                                        HIGH BID    LOW BID
                                                        --------    -------
     January 1, 2001 through March 5, 2001               $2.750      $1.781
     October 1, 2000 through December 31, 2000           $2.102      $1.250
     July 1, 2000 through September 30, 2000             $2.000      $1.625
     April 1, 2000 through June 30, 2000                 $3.250      $1.750
     January 1, 2000 through March 31, 2000              $3.188      $1.250
     December 1, 1999 through December 31, 1999          $2.750      $2.500
     September 1, 1999 through November 30, 1999         $2.875      $1.313
     June 1, 1999 through August 31, 1999                $2.000      $0.750
     March 1, 1999 through May 31, 1999                  $1.000      $0.250
     December 1, 1998 through February 28, 1999          $1.063      $0.625

     As of March 5, 2001 there were  approximately  156 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.

                                       9
<PAGE>
PENNY STOCK

     Transactions in the Company's Common Stock may 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.

RECENT SALES OF UNREGISTERED SECURITIES

     The following  provides  information  concerning all sales of securities by
the Company within fiscal year 2000 and the one-month  transition  period ending
on December 31, 1999 that were not registered under the Securities Act.

     In July 1999,  the Company  issued  sixty (60) units priced at $100,000 per
unit, for a total of $6,000,000. 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 (the  "Regulation S Offering").  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. As of December 31, 2000,  all of the  debentures  had been  converted into
Common Stock of the Company.  In connection with the Regulation S Offering,  the
Company issued in the aggregate,  1,500,000  shares of Common Stock at $2.00 per
share,  $3,000,000 of convertible  debentures of which none remain  outstanding,
and warrants to purchase  1,500,000  additional  shares of Common Stock at $2.50
per share of which  1,350,000  were  exercised  in fiscal  year 2000 for a total
exercise  price of  $3,375,000.

     On November 2, 2000,  the Board of  Directors  of the Company  approved the
conversion  of $98,715 of debt owed to Randal  Enterkin  into  49,358  shares of
Common  Stock at a conversion  rate of $2.00 per share.  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.

                                       10
<PAGE>
ITEM 6. PLAN OF OPERATION.

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

OPERATIONS

     The Company has not had any revenues from  operations  since its inception.
The Company  believes that it has  sufficient  funds from the  conversion of the
debentures  and  exercise of the  warrants  under the  Regulation  S Offering to
satisfy its cash requirements for the next 12 months.

RESEARCH AND DEVELOPMENT

     During the second and third quarters of 2000, the Company  acquired testing
equipment  for  approximately  $250,000.  The Company  anticipates  that it will
continue  research  and  development  to  enhance  the  technology  of the NuPro
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
$290,000 for the fiscal year 2001. The Company  expects that the source of funds
for such expenses will be from the proceeds of the Regulation S Offering. Of the
$290,000 in anticipated  research and  development  expenses for the fiscal year
2001,  (i)  approximately  $50,000 will be  attributable  to additional  product
testing and capital  expenditures for testing equipment, training  employees and
development of test  procedures,  (ii)  approximately  $80,000 is expected to be
spent on personnel and labor  expenses  relating to the  Company's  research and
development  activities,  (iii) approximately $60,000 is expected to be spent on
chemicals and supplies,  and (iv) approximately $100,000 is expected to be spent
on general overhead expenses relating to the Company's  research and development
activities.  The  Company  currently  anticipates  that it will begin  providing
turnkey  manufacturing  lines and the NuPro  Material to  manufacturers  for the
production of pallets,  deck boards and food processing trays during fiscal year
2001. See "Factors that May Affect Future Operating Results."

PLANT AND EQUIPMENT

     During the second  quarter of fiscal year 2000,  the Company  completed the
construction  of  the  Company's   principal   administrative   and  development
facilities,  which include  approximately 13,400 square feet, at a total cost of
approximately $1,416,000,  including land. In addition, during the third quarter
of fiscal year 2000, the Company completed the construction of two manufacturing
facilities,  which  include  approximately  32,000  square  feet,  at a cost  of
approximately  $1,466,000,  including  land.  The Company  considers its current
facilities to be sufficient for its current and  anticipated  operations for the
next 12 months.

During  fiscal  year 2000,  the  Company  expended  approximately  $480,000  and
$420,000 for the purchase of equipment,  including the above  mentioned  testing
equipment,  for the Tucson and Guaymas facilities.  The Company anticipates that
it will incur costs of  approximately  $150,000 in connection with the purchase,
installation and testing of additional  production  equipment during fiscal year
2001. The Company  believes that it has sufficient  working  capital to complete
the purchase and installation of such production equipment.

EMPLOYEES

     The Company  anticipates  that it will retain  approximately  fifteen  (15)
additional  employees  during fiscal year 2001,  which the Company believes will
result in approximately  $375,000 of additional employee  compensation  expense.
The Company  believes that such  additional  employees  will  primarily  perform
engineering,  management,  production,  and  administrative  functions  for  the
Company.

                                       11
<PAGE>
FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS

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

     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  manufacturing  customers that will
use the NuPro Material  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  orders of the NuPro
Material or manufacturing lines 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 the NuPro Material or turnkey manufacturing lines in the future.

     LIMITED OPERATING HISTORY

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

     LACK OF PRODUCT DIVERSIFICATION

     The Company anticipates that substantially 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

                                       12
<PAGE>
located in Mexico  and  Venezuela.  The  Company's  ability  to obtain  adequate
supplies of chemical  compounds for the NuPro Material depends on its success in
entering into long-term  arrangements with suppliers and managing the collection
of  supplies  from  geographically   dispersed  suppliers.  The  termination  or
interruption of the Company's  significant supplier  relationships could subject
the  Company  to the  risks  that it  would be  unable  to  purchase  sufficient
quantities of raw materials to meet its production requirements or would have to
pay higher prices for  replacement  supplies.  The  termination  of  significant
sources of raw  materials or payment of higher  prices for raw  materials  could
have a material adverse effect on the Company's business,  financial  condition,
and results of operations. See "Description of Business - Suppliers."

     MANAGEMENT OF GROWTH

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

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

     The Company has  developed a number of product  applications  for the NuPro
Material.  The  commercialization and sale of these new product applications are
relatively  new ventures  with high costs,  expenses,  difficulties,  and delays
associated with commercialization of new products.  Such new product application
development  necessitates  the development of new production  processes for cost
effective  manufacture  in  commercial  quantities.  The Company has developed a
distribution plan for each product application, either through an internal sales
and marketing organization or through establishing  relationships with companies
with existing  distribution  networks.  This development process typically spans
over  a  period  of  years.  The  Company  has  expended   substantial  sums  on
accomplishing  development of new product applications. Additional funds will be
expended for the new product and process development and marketing activities to
continue. The Company expects that the source of funds for such expenses for the
next 12 months will be from the proceeds of the  conversion  of  debentures  and
exercise of warrants under the Regulation S Offering.

     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,

                                       13
<PAGE>
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.

     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

                                       14
<PAGE>
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."

     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

     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."

                                       15
<PAGE>
     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.

     The Company  anticipates that it will acquire a substantial  portion of its
chemical  supplies  from sources in Mexico,  Venezuela  and South Korea.  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.

     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  has  the  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 have no preemptive rights 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.

                                       16
<PAGE>
     LIMITED MARKET FOR COMMON STOCK

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

ITEM 7. FINANCIAL STATEMENTS.

     Reference  is made to the  Consolidated  Financial  Statements,  the  Notes
thereto and Report of Independent  Auditors thereon included in Page F/S of this
Report, which Consolidated  Financial Statements,  Notes and Report are included
herein by reference. The Company changed its fiscal year end from November 30 to
December 31 effective during fiscal year 2000. Therefore,  the Audited Financial
Statements  cover the fiscal year  ending  December  31, 2000 and the  one-month
period ending on December 31, 1999, and the fiscal year ended November 30, 1999.

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

None.

                                    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
Officers, Promoters and Control Persons and Compliance with Section 16(a) of the
Securities  and  Exchange  Act of 1934 is  incorporated  by  reference  from the
information under the captions "Information Concerning Directors,  Nominees, and
Officers"  and  "Section  16(a)  Compliance",  respectively,  contained  in  the
Company's  Proxy  Statement  relating to its 2001 Annual Meeting of Shareholders
(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.

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.

                                       17
<PAGE>
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 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*

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

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

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

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

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

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

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

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

10.9       Forbearance Agreement between Krida Overseas Trading and Investment
           Limited, Gary A. Fitchett and the Company effective December 1, 1999.

  21       Subsidiaries of the Company*

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

                                       18
<PAGE>
(b)  Reports on Form 8-K.

     The Company  filed three (3) reports on Form 8-K during the fiscal  quarter
ending  December  31,  2000.  Two (2) Form 8-K filings  were  reported on Item 5
matters.  Such filings were made on November 29 and December 8, 2000 and related
to press releases  announcing  that the  Securities and Exchange  Commission had
reached  a  position  of no  further  comment  with  respect  to  the  Company's
registration statement on Form 10-SB, as amended, and that the company is filing
an  application  for its common stock to be relisted on the OTC Bulletin  Board;
and that the Company's Common Stock will resume being quoted on the OTC Bulletin
Board  under the  symbol  "NUPP",  respectively.  The third  Form 8-K filing was
reported on Item 8 matters on November 17, 2000.  Such filing related to a press
release announcing a change in the Company's fiscal year end from November 30 to
December 31.

     The following financial statements are included herein:

                   NUPRO INNOVATIONS INC. (FKA TRUCTECH, INC.)
           FOR THE YEARS ENDED DECEMBER 31, 2000 AND NOVEMBER 30, 1999
                   AND FOR THE PERIOD ENDED DECEMBER 31, 1999


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

Audited Financial Statements - for the years ended December 31, 2000
  and November 30, 1999 and for the period ended December 31, 1999:

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

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

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

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

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

                                       19
<PAGE>
                            S.E.Clark & Company, P.C.
--------------------------------------------------------------------------------
          Member: S.E.C. Practice Section of the American Institute of
                          Certified Public Accountants


                         REPORT OF INDEPENDENT AUDITORS


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

We have audited the  consolidated  balance sheets of NuPro  Innovations  Inc. (a
development stage company fka TrucTech,  Inc.) as of December 31, 2000, December
31, 1999 and  November  30,  1999,  respectively,  and the related  consolidated
statements  of  shareholders'  equity,  loss and  deficit,  and cash  flows from
inception and for the periods then ended.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material 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,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of NuPro  Innovations Inc. (fka
TrucTech, Inc.) as of December 31, 2000, December 31, 1999 and November 30, 1999
and the  results of its  operations  and cash flows from  inception  and for the
periods then ended in conformity with accounting  principles  generally accepted
in the United States of America.


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

Tucson, Arizona
February 16, 2001


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

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

CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2000, DECEMBER 31, 1999 AND NOVEMBER 30, 1999
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                 DECEMBER 31,      DECEMBER 31,      NOVEMBER 30,
                                                                    2000              1999              1999
                                                                 ----------        ----------        ----------
<S>                                                              <C>               <C>               <C>
ASSETS

CURRENT
   Cash and cash equivalents(Note 2)                             $2,825,074        $3,857,782        $4,387,983
   Accounts Receivable                                              130,221            77,564                --
   Inventory                                                         57,143             2,246             2,246
   Prepaid Expense                                                   11,555            10,808            11,589
                                                                 ----------        ----------        ----------
     Total Current Assets                                         3,023,993         3,948,400         4,401,818

PROPERTY AND EQUIPMENT (Note 5)                                   4,156,112         2,203,735         2,023,386

OTHER
   Accounts Receivable - TopTrac, S.A. de C.V. (Note 4)              90,189            90,189            90,189
   Deposits                                                           8,355             6,815             6,815
                                                                 ----------        ----------        ----------
                                                                     98,544            97,004            97,004
                                                                 ----------        ----------        ----------

                                                                 $7,278,649        $6,249,139        $6,522,208
                                                                 ==========        ==========        ==========

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT
   Notes Payable (Note 6)                                        $    5,827        $  112,344        $  119,390
   Accounts Payable (Note 6)                                        249,352           316,797           542,224
   Accrued Liabilities                                              179,543            61,958            41,130
   Accrued Management Fees and Salaries (Notes 11 and 12)           564,714           659,714           647,214
   Current portion of long-term liabilities                          50,718           149,916           157,673
                                                                 ----------        ----------        ----------
     Total Current Liabilities                                    1,050,154         1,300,729         1,507,631

LONG-TERM LIABILITIES (Note 7)                                      154,328           106,331           102,397

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

COMMITMENTS AND CONTINGENCIES (Note 11)                                  --                --                --

SHAREHOLDERS' EQUITY (Note 8)                                     6,074,167         3,790,079         3,862,180
                                                                 ----------        ----------        ----------

                                                                 $7,278,649        $6,249,139        $6,522,208
                                                                 ==========        ==========        ==========
</TABLE>

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

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

CONSOLIDATED STATEMENTS OF LOSS AND DEFICIT
PERIODS ENDED DECEMBER 31, 2000, DECEMBER 31, 1999 AND NOVEMBER 30, 1999
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                                DEFICIT
                                                                                                              ACCUMULATED
                                                         YEAR ENDED        MONTH ENDED       YEAR ENDED       DURING THE
                                                         DECEMBER 31       DECEMBER 31       NOVEMBER 30      DEVELOPMENT
                                                            2000              1999              1999             STAGE
                                                        ------------      ------------      ------------      -----------
<S>                                                     <C>               <C>               <C>               <C>
Revenue - Interest earned                               $    126,074      $     10,553      $    114,891      $   251,518
                                                        ------------      ------------      ------------      -----------
Costs and expenses:
  Development, pre-production, and administration            866,064            66,504           679,980        3,007,054
  Stock issued for "sweat equity"                                 --                --                --        3,252,600
  Loss on impairment and disposition of properties                --                --                --          321,794
  Financial, primarily interest expense                      136,209             5,568            65,619          815,369
  Depreciation and amortization                               47,709             2,000            19,809          171,886
                                                        ------------      ------------      ------------      -----------
                                                           1,049,982            74,072           765,408        7,568,703
                                                        ------------      ------------      ------------      -----------
  Loss before income tax benefit                            (923,908)          (63,519)         (650,517)      (7,317,185)

  Income tax benefit                                              --                --                --               --
                                                        ------------      ------------      ------------      -----------
  Net loss                                              $   (923,908)     $    (63,519)     $   (650,517)     $(7,317,185)
                                                        ============      ============      ============      ===========

  Net loss per common share (basic and diluted)         $      (0.07)     $      (0.01)     $      (0.06)
                                                        ============      ============      ============

  Weighted average shares outstanding (Note 13)           12,677,000        12,617,217        11,336,670
                                                        ============      ============      ============

Net loss                                                $   (923,908)     $    (63,519)     $   (650,517)     $(7,317,185)

Other comprehensive income (loss):
  Foreign currency translation adjustment                     38,220            (8,582)               --           29,638
                                                        ------------      ------------      ------------      -----------
Total comprehensive income (loss)                       $   (885,688)     $    (72,101)     $   (650,517)     $(7,287,547)
                                                        ============      ============      ============      ===========
</TABLE>

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

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

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
PERIODS ENDED DECEMBER 31, 2000, DECEMBER 31, 1999 AND NOVEMBER 30, 1999
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                            SHARES (NOTE 8)               CAPITAL AMOUNT
                                       -------------------------      ------------------------
CAPITAL ISSUED DURING                                     CLASS B                        CLASS B
DEVELOPMENT STAGE:                        COMMON         PREFERRED        COMMON        PREFERRED
                                       -----------      ----------      ---------      -----------
<S>                                    <C>               <C>           <C>              <C>
Issued for cash                              6,626                      $   1,100
Issued to TracTop US, Inc.                   6,024                          1,000
                                       -----------      ----------      ---------      -----------
AS OF DEC. 31, 1989 AND 1990                12,650              --          2,100               --
Return of capital                               --
Issued for cash                              4,138                            687
                                       -----------      ----------      ---------      -----------
AS OF DECEMBER 31, 1991                     16,788              --          2,787               --
Return of capital                               --
Retirement of shares                        (4,361)                          (724)
Issued for note to shareholder               8,873                          1,473
                                       -----------      ----------      ---------      -----------
AS OF DECEMBER 31, 1992                     21,300              --          3,536               --
Retirement of TracTop US shares             (6,024)                        (1,000)
Shares issued for acquisition
  of net Assets of TracTop
  International                             16,595                          2,755
Issued for cash                              3,614                            600
                                       -----------      ----------      ---------      -----------
AS OF DECEMBER 31, 1993                     35,485              --          5,891               --
Issued for cash                              2,608                            433
Issued for conversion of
  Shareholder loans                            536         838,512             89          838,501
Issued for interest                                        290,061                         290,058
Issued for SBA loan guarantee                               40,000                          40,000
Contributed capital, land
                                       -----------      ----------      ---------      -----------
AS OF DECEMBER 31, 1994                     38,629       1,168,573          6,413        1,168,559
Issued for cash                              1,446                            240
                                       -----------      ----------      ---------      -----------
AS OF DEC. 31, 1995, 1996 & 1997            40,075       1,168,573          6,653        1,168,559
Issued as stock dividend to
  Recapitalize the Company:
  On common shares                         478,917                         79,508
  On class B preferred                          --         743,602                         455,436
Issued for investor "sweat equity"       4,902,166                        813,839
ACCUMULATED DEFICIT
                                       -----------      ----------      ---------      -----------
BALANCE, NOVEMBER 30, 1998               5,421,158       1,912,175        900,000        1,623,995
                                       -----------      ----------      ---------      -----------
Capital conversion on reverse
  Acquisition of NuPro net assets        1,912,175      (1,912,175)      (892,667)      (1,623,995)
                                       -----------      ----------      ---------      -----------
BALANCES AS RESTATED                     7,333,333              --          7,333               --
Stock issued to acquire NuPro            2,808,885                          2,809
Stock issued under Regulation-S          2,475,000                          2,475
Costs of raising capital
Escrowed shares issued in
  Conversion of debt
Net loss for the period
                                       -----------      ----------      ---------      -----------
BALANCE, NOVEMBER 30, 1999              12,617,218              --         12,617               --
Comprehensive loss for the
  period
                                       -----------      ----------      ---------      -----------
BALANCE, DECEMBER 31, 1999              12,617,218              --         12,617               --
Reg S warrants exercised                   915,000                            915
Reg S debenture conversions                525,000                            525
Costs of raising capital
Comprehensive loss for the
  period
                                       -----------      ----------      ---------      -----------
BALANCE, DECEMBER 31, 2000              14,057,218              --      $  14,057      $        --
                                       ===========      ==========      =========      ===========


                                        ADDITIONAL                     ACCUMULATED
CAPITAL ISSUED DURING                    PAID IN         DONATED       DEVELOPMENT
DEVELOPMENT STAGE:                       CAPITAL         CAPITAL        STAGE LOSS         TOTAL
                                       ------------      --------      -----------      -----------

Issued for cash                        $     98,900                                     $   100,000
Issued to TracTop US, Inc.                   69,000                                          70,000
                                       ------------      --------                       -----------
AS OF DEC. 31, 1989 AND 1990                167,900            --                           170,000
Return of capital                           (12,000)                                        (12,000)
Issued for cash                             104,313                                         105,000
                                       ------------      --------                       -----------
AS OF DECEMBER 31, 1991                     260,213            --                           263,000
Return of capital                            (8,000)                                         (8,000)
Retirement of shares                            724                                              --
Issued for note to shareholder               (1,473)                                             --
                                       ------------      --------                       -----------
AS OF DECEMBER 31, 1992                     251,464            --                           255,000
Retirement of TracTop US shares             (59,000)                                        (60,000)
Shares issued for acquisition
  of net Assets of TracTop
  International                              65,430                                          68,185
Issued for cash                              78,521                                          79,121
                                       ------------      --------                       -----------
AS OF DECEMBER 31, 1993                     336,415            --                           342,306
Issued for cash                              96,992                                          97,425
Issued for conversion of
  Shareholder loans                          19,936                                         858,526
Issued for interest                                                                         290,058
Issued for SBA loan guarantee                                                                40,000
Contributed capital, land                                $ 82,500                            82,500
                                       ------------      --------                       -----------
AS OF DECEMBER 31, 1994                     453,343        82,500                         1,710,815
Issued for cash                              59,760                                          60,000
                                       ------------      --------                       -----------
AS OF DEC. 31, 1995, 1996 & 1997            513,103        82,500                         1,770,815
Issued as stock dividend to
  Recapitalize the Company:
  On common shares                          (79,508)                                             --
  On class B preferred                     (455,436)                                             --
Issued for investor "sweat equity"        2,438,761                                       3,252,600
ACCUMULATED DEFICIT                                                    $(5,679,241)      (5,679,241)
                                       ------------      --------      -----------      -----------
BALANCE, NOVEMBER 30, 1998                2,416,920        82,500       (5,679,241)        (655,826)
                                       ------------      --------      -----------      -----------
Capital conversion on reverse
  Acquisition of NuPro net assets         2,599,162       (82,500)                               --
                                       ------------      --------      -----------      -----------
BALANCES AS RESTATED                      5,016,082            --       (5,679,241)        (655,826)
Stock issued to acquire NuPro               192,678                                         195,487
Stock issued under Regulation-S           4,947,525                                       4,950,000
Costs of raising capital                    (53,698)                                        (53,698)
Escrowed shares issued in
  Conversion of debt                         76,734                                          76,734
Net loss for the period                                                   (650,517)        (650,517)
                                       ------------      --------      -----------      -----------
BALANCE, NOVEMBER 30, 1999               10,179,321            --       (6,329,758)       3,862,180
Comprehensive loss for the
  period                                                                   (72,101)         (72,101)
                                       ------------      --------      -----------      -----------
BALANCE, DECEMBER 31, 1999               10,179,321            --       (6,401,859)       3,790,079
Reg S warrants exercised                  2,286,585                                       2,287,500
Reg S debenture conversions               1,049,475                                       1,050,000
Costs of raising capital                   (167,724)                                       (167,724)
Comprehensive loss for the
  period                                                                  (885,688)        (885,688)
                                       ------------      --------      -----------      -----------
BALANCE, DECEMBER 31, 2000             $ 13,347,657      $     --      $(7,287,547)     $ 6,074,167
                                       ============      ========      ===========      ===========
</TABLE>

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

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

CONSOLIDATED STATEMENTS OF CASH FLOWS
PERIODS ENDED DECEMBER 31, 2000, DECEMBER 31, 1999 AND NOVEMBER 30, 1999
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                               YEAR            MONTH           YEAR         ACCUMULATED
                                                               ENDED           ENDED           ENDED        DURING THE
                                                            DECEMBER 31     DECEMBER 31     NOVEMBER 30     DEVELOPMENT
                                                               2000            1999            1999            STAGE
                                                            -----------     -----------     -----------     -----------
<S>                                                         <C>             <C>             <C>             <C>
CASH PROVIDED BY (USED IN)

OPERATING ACTIVITIES
   Net loss for the period                                  $  (923,908)    $   (63,519)    $  (650,517)    $(7,317,185)
   Adjustments to reconcile net loss to net cash
    provided by (used for) operating activities:
     Depreciation                                                47,709           2,000          19,809         171,886
     Loss on disposal of obsolete equipment                          --              --                         130,141
     Stock issued for "sweat equity"                                 --              --                       3,252,600
     Impairment loss on pre-production plant                         --              --                          71,841
     Interest and fees paid with stock                               --              --                         330,058
     Accounts receivable                                        (52,657)        (77,564)         13,902        (216,508)
     Inventories                                                (54,897)            387             387         (57,143)
     Prepaid expense                                               (747)            781           1,303          (8,982)
     Accounts payable and accrued liabilities                    50,137        (204,597)        520,167         443,342
     TrucTech payables/accruals paid with NuPro stock                --              --              --         370,348
     Accrued management fees and salaries                       (95,000)         12,500         219,961         294,214
                                                            -----------     -----------     -----------     -----------
                                                             (1,029,363)       (330,399)        125,012      (2,535,388)
                                                            -----------     -----------     -----------     -----------
INVESTING ACTIVITIES
   Purchase of capital assets                                (2,002,086)       (180,349)     (1,622,078)     (4,621,898)
   Deposits                                                      (1,540)                         (6,815)         (8,355)
                                                            -----------     -----------     -----------     -----------
                                                             (2,003,626)       (180,349)     (1,628,893)     (4,630,253)
                                                            -----------     -----------     -----------     -----------
FINANCING ACTIVITIES
   Notes payable                                               (106,517)         (7,046)         38,150           5,827
   Increase in (repayment of) long-term liabilities             (51,198)         (3,825)         (9,429)        292,178
   Repayment of advances from NuPro                                  --              --              --         204,508
   Advances from (repayments to) shareholders                                                   (85,617)         34,229
   Increase in convertible debentures                                                         1,050,000       1,050,000
   Foreign currency translation adjustment                       38,220          (8,582)                         29,638
   Common stock subscribed and paid, net of costs             2,119,776                       4,896,302       8,374,335
                                                            -----------     -----------     -----------     -----------
                                                              2,000,281         (19,453)      5,889,406       9,990,715
                                                            -----------     -----------     -----------     -----------

INCREASE (DECREASE) IN CASH FOR THE PERIOD                   (1,032,708)       (530,201)      4,385,525       2,825,074

CASH, BEGINNING OF PERIOD                                     3,857,782       4,387,983           2,458              --

CASH, END OF PERIOD                                         $ 2,825,074     $ 3,857,782     $ 4,387,983     $ 2,825,074
                                                            ===========     ===========     ===========     ===========
</TABLE>

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   BASIS OF FINANCIAL STATEMENT PRESENTATION

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

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

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

     NuPro has  elected  to  change  its  fiscal  year end from  November  30 to
     December 31.  Accordingly,  the  financial  statements of NuPro are for the
     fiscal years ended  December 31, 2000 and November 30, 1999 and for the one
     month transition period ended December 31, 1999.

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

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The financial  statements  have been prepared in accordance with accounting
     principles generally accepted in the United States ("U.S. GAAP"). A summary
     of the Company's significant accounting policies follows:

     (a)  Nature of Business

          TrucTech,  incorporated  on May 31,  1989  in the  State  of  Georgia,
          U.S.A.,  was in a development  stage since its formation and dissolved
          on February 4, 2000.  NuPro was  incorporated as TracTop  Distributing
          Inc. in Canada on November 27, 1996,  and has been in the  development
          stage  since its  formation.  As of August 7, 1997,  the  Company  was
          redomesticated  and  continued  in the State of Delaware,  U.S.A.  and
          changed its name to NuPro Innovations Inc.

          A 99% owned foreign  subsidiary  was  incorporated  as of November 12,
          1998 as NuPro  Innovation  Mexico S.A. de C.V. As of December 31, 2000
          it has completed construction of two production facilities in Guaymas,
          Sonora, Mexico.

     (b)  Use of Estimates

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

                                      F-6
<PAGE>
     (c)  Property and Equipment

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


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

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

     (d)  Foreign Currency Translation

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

     (e)  Cash and Cash Equivalents

          The company considers highly liquid  investments  having a maturity of
          three  months or less at the date of purchase to be cash  equivalents.
          As of December  31, 2000 cash  included  two  certificates  of deposit
          totaling  approximately $600,000 with maturities ranging from 30 to 90
          days,  bearing  interest at approximately 5 - 6 %. One of the CD's, in
          the  amount of  $100,000,  is  restricted  as  security  for a line of
          credit.

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

     (f)  Fair value of financial instruments

          The  financial  instruments  disclosed  elsewhere  in these  notes are
          deemed to be  representative  of their fair  values,  as the  interest
          rates aproximate market rates giving consideration to their respective
          risks.

3.   ACQUISITION OF TRUCTECH, INC.

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

                                      F-7
<PAGE>
     Both the stockholders and directors of TrucTech have  acknowledged that the
     technology to the NuPro  material 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, the
     Company president.

     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 NuPro  technology  that is the  acknowledged
     property of Krida.

     In June 1999 the technology  license agreement (which previously existed as
     an oral agreement) was documented in a written  agreement between Krida and
     NuPro.  The agreement  grants NuPro an exclusive  worldwide  license to the
     NuPro  technology owned by Krida through December 31, 2002. The license fee
     is 1.5% of the gross revenues up to $5,000,000 and 2% thereafter  resulting
     from the NuPro technology and products sold by NuPro. The exclusivity after
     December  31,  2002 is  dependent  on the  continuing  involvement  of Luba
     Veselinovic or  achievement of at least 50% of the forecasted  sales in the
     business plan and annual sales increase of at least 10%.

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

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

<TABLE>
<CAPTION>
                                                      DECEMBER 31    DECEMBER 31    NOVEMBER 30
                                                         2000           1999           1999
                                                         ----           ----           ----
<S>  <C>                                                <C>            <C>            <C>
     1997 sale of inventory of TracTop Components       $78,051        $78,051        $78,051
     Miscellaneous charges paid on behalf of TopTrac     12,138         12,138         12,138
                                                        $90,189        $90,189        $90,189
</TABLE>

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

5.   PROPERTY AND EQUIPMENT            DECEMBER 31   DECEMBER 31   NOVEMBER 30
                                          2000          1999          1999
                                          ----          ----          ----
     Land                              $  251,760    $  251,781    $  252,822
     Buildings                          2,630,756     1,485,053     1,339,970
     Plant Equipment                      875,091       178,539       140,427
     Production Tooling                   258,607       258,607       258,412
     Automotive Equipment                 105,371       105,006       105,006
     Office Equipment                     186,885        29,398        29,398
                                        4,308,470     2,308,384     2,126,035
     Less: Accumulated Depreciation       152,358       104,649       102,649

     NET BOOK VALUE                    $4,156,112    $2,203,735    $2,023,386

     The TracTop related  equipment  (approximately  $399,000) is located at the
     TopTrac,  S.A. de C.V. plant in Guaymas,  Mexico.  NuPro (fka TrucTech) has
     entered  into a lease  for  contiguous  space.  Under  terms of the  lease,
     equipment and  inventory is subject to possession  and sale by the landlord
     to satisfy lease delinquencies, if any.

                                      F-8
<PAGE>
     FACILITIES CONSTRUCTION

     NuPro (fka  TrucTech)  and its Mexican  Subsidiary  were both involved with
     construction   projects   during  1999  and  2000.   NuPro  (fka  TrucTech)
     constructed an office,  research,  testing,  design and storage facility in
     Tucson of approximately  13,400 square feet for a total cost of $1,416,000,
     including land. The company acted as its own general contractor and engaged
     various  subcontractors  to  construct  the  project.   Payables  to  these
     contractors,  included in accounts payable,  totaled approximately $193,000
     as of November 30, 1999. The building was substantially completed as of May
     31, 2000.

     NuPro Innovation Mexico S.A. de C.V. constructed two production  facilities
     in Guaymas, Sonora, Mexico, totaling approximately 32,000 square feet for a
     total  cost of  $1,466,000,  including  land.  An  affiliate  of NuPro (fka
     TrucTech) director,  Ernesto Zaragoza,  acted as the general contractor and
     engaged various subcontractors to construct the project.  Payables to these
     contractors,  included in accounts payable,  totaled approximately $224,000
     as of November 30, 1999. The buildings were  substantially  completed as of
     September 30, 2000.

     In addition to the direct costs of construction, an additional $480,000 has
     been expended  during fiscal 2000 to furnish and equip the Tucson  facility
     and  $420,000  to  furnish  and equip the  Guaymas  facilities.  Management
     estimates that an additional  $363,000 will be expended during fiscal 2001.
     At December 31, 2000, $80,000 related to equipment purchases is included in
     accounts payable.

     During the construction period, $173,000 of interest was capitalized.

6.   NOTES PAYABLE

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

     ACCOUNTS PAYABLE

     Included  in  accounts  payable  at  November  30,  1999 were  $416,705  of
     construction  accounts payable,  including $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.

<TABLE>
<CAPTION>
                                                                            DECEMBER 31,      DECEMBER 31,     NOVEMBER 30,
7.   LONG-TERM LIABILITIES                                                     2000              1999             1999
                                                                           ------------      ------------     ------------
<S>                                                                         <C>               <C>              <C>
     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.              $  77,940         $ 117,034        $ 120,196

     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.                                                  --             5,939            6,498

     Other Contracts Payable
     The amount is a  capitalized  lease  payable  to the  Veselinovic
     Children's  Trust (a related party) for lease of a 1999 Suburban,
     60 monthly payments of $739, including imputed interest at 8.5%           28,391           34,559           35,049
</TABLE>
                                       F-9
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                         <C>               <C>              <C>
     Related Party Loan
     Loan from a shareholder of the Company,  interest at 12%, with no
     specific  terms  of  repayment  or  maturity  dates.   Unsecured.
     Subsequently converted to common stock.                                   98,715           98,715           98,327

     Less: Current portion of principal                                       205,046          256,247          260,070
     Long-term debt                                                            50,718          149,916          157,673
                                                                            ---------        ---------        ---------
                                                                            $ 154,328        $ 106,331        $ 102,397
                                                                            =========        =========        =========

</TABLE>

     Future minimum  principal  payments due for the years ended December 31 are
     as follows:

                  Conversion to stock                   $  98,715
                       2001                                50,718
                       2002                                41,241
                       2003                                 7,951
                       2004                                 6,421
                                                        ---------
                                                        $ 205,046
                                                        =========

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  issued by transfer  agent with an
          additional  1,440,000  shares in transit due to debenture  conversions
          and exercise of warrants.

     (c)  Share Purchase Options
          Options to purchase 250,000 common shares are outstanding,  and may be
          exercised on the following basis:

                                    NUMBER OF   EXERCISE
                                     SHARES       PRICE
                                     ------       -----
          Directors                  75,000       $4.00     December 31, 2002
          Advisory Council           90,000       $4.00     December 31, 2000
          Other options              85,000       $1.00     December 31, 2002

     Options for 50,000 shares total, were rescinded during the year, due to the
     resignation of two directors.  No options were exercised during the periods
     presented.

     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 had also been collected which resulted in the issuance
     of an additional 725,000 common shares and convertible  debentures totaling
     $1,050,000.  Interest  began  accruing on the  debentures  at 10% per annum
     commencing January 1, 2000 with maturity on December 31, 2004.

                                      F-10
<PAGE>
     In December 2000 the debenture  holders elected to convert their debentures
     into  525,000  shares of  common  stock at $2.00 per  share.  Warrants  for
     915,000 shares were  subscribed and paid at $2.50 per share. As of December
     31,  2000  warrants  for  435,000  shares,  totaling  $1,087,500,  remained
     subscribed but unpaid.  Of this,  $587,500 has been subsequently paid as of
     February 12, 2001.

     SHARES ISSUED FOR "SWEAT EQUITY"

     TrucTech issued common shares at their fair value to certain  stockholders,
     officers and directors in  recognition of their services and other valuable
     contribution to TrucTech ("sweat equity").  The shares issued were based in
     part on the value of services  performed  by these  individuals  during the
     development  stage  of  TrucTech  and  other  pro-rata  amounts.   Services
     performed included,  but were not limited to, capital acquisition,  product
     and  systems  design  and  testing,   marketing,   legal,   accounting  and
     administration

9.   SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

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

10.  INCOME TAXES

     TrucTech potentially has losses for income tax purposes available to reduce
     taxable  income  by  approximately   $2,074,000.   The  potential   benefit
     ($830,000)  of  these  losses  has  not  been  reflected  in the  financial
     statements  since it is more  likely  than not that the losses  will not be
     utilized.  The benefit of these losses may only be applied to future income
     from the TracTop  product.  These losses will begin expiring as of December
     31, 2004. Additionally,  the limitations on these losses resulting from the
     business  combination  has not been  determined  but could be  substantial.
     Accordingly,  the valuation  allowance  equals the deferred tax asset.  The
     deductibility  and  carryover  benefit  of  the  amount  paid  to  TrucTech
     shareholders  through  issuance of TrucTech stock as  "recognition of sweat
     equity" is excluded from the above.  NuPro (fka TrucTech)  potentially  has
     losses for income tax purposes available to reduce future taxable income by
     approximately  $2,595,000.  The  potential  benefit  ($1,038,000)  of these
     losses has not been reflected in the financial  statements since it is more
     likely than not that the losses  will not be  utilized.  These  losses will
     begin expiring as of November 30, 2012.  Additionally,  the  limitations on
     these  losses  resulting  from  the  business   combination  has  not  been
     determined but could be substantial.  Accordingly,  the valuation allowance
     equals the deferred tax asset.

11.  COMMITMENTS AND CONTINGENCIES

     As of December 31, 2000,  NuPro (fka  TrucTech)  has a lease  commitment of
     $1,015 per month for lease of the Guaymas  TracTop  factory through October
     31,  2002.  It has also entered  into an oral  agreement  to lease  related
     demo-line and warehouse  facilities for approximately  $2,500 per month for
     the same period. Both leases are payable to a shareholder.  Amounts payable
     under the written lease commitment are $12,180 and $10,150 in 2001 and 2002
     respectively.

     See Note 5  regarding  the  lessor's  contingent  rights to  inventory  and
     equipment of NuPro (fka TrucTech).

     SECONDMENT AGREEMENT

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

     FORBEARANCE AGREEMENT

     NuPro,  Krida Overseas  Trading and Investment  Limited  ("Krida") and Gary
     Fitchett  ("Fitchett")  personally and as representative of Fitchett Family
     Trust, Pinecrest Consultants Inc., and Management Synergistics entered into
     a Forbearance Agreement related to accrued and unpaid monies for management

                                      F-11
<PAGE>
     services  rendered to NuPro ($175,000 payable to Krida and $175,000 payable
     to  Fitchett).  Krida and  Fitchett  agreed to  forbear  on any  demand for
     payment of the fees until NuPro's  resources are  sufficient to ensure that
     such payment of all or some of the fees will not impair NuPro's  ability to
     respond to its  operational  cash needs or other  corporate  opportunities.
     NuPro agreed that the fees will be paid to Krida and Fitchett in an orderly
     manner,  based on NuPro's  ability to make  payment,  as  determined by the
     following circumstances:  at the time NuPro attains $10,000,000 in revenues
     in any twelve month fiscal  period,  NuPro will  contribute  40% of the net
     operating  profits toward  repayment of the fees,  payable equally to Krida
     and  Fitchett  120 days  after the fiscal  year end,  or, at the time NuPro
     receives  additional  equity  contributions  of at least  $5,000,000 in any
     twelve  month  period,  NuPro  shall  utilize  a  portion  of those  equity
     contributions to retire all outstanding and unpaid fees,  except that Krida
     will be paid a minimum of $25,000 annually plus any withholding taxes.

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:

     During the combined periods ended December 31, 2000 (including December 31,
     1999):

          rent  was paid to a  director  for  factory  space  and  demo  line in
          Guaymas, Mexico, of $45,000.

          management  fees were accrued to a member of  management in the amount
          of $162,000.

          management  fees were paid to a member of  management in the amount of
          $245,000, which includes payment of prior accrued fees.

          management  salaries were paid to a member of management in the amount
          of $80,000.

          NuPro Mexico  advanced  funds  totaling  $692,000,  to  Inversiones de
          Guaymas, and other affiliates of Ernesto Zaragoza who is a director of
          NuPro (fka TrucTech), for progress payments for facility construction.

     During the year ended November 30, 1999:

          rent  was paid to a  director  for  factory  space  and  demo  line in
          Guaymas, Mexico, of $40,000.

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

          management  salaries  were  accrued to a member of  management  in the
          amount of $73,000.

          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.)

          wages were paid to children of one director in the amount of $12,000.

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

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 net loss per common share is calculated
     by dividing the consolidated  loss by the weighted average number of shares
     outstanding during the periods.

                                      F-12
<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: March 21, 2001               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: March 21, 2001              By: /s/ Elke Veselinovic
                                      -----------------------------------------
                                      Elke Veselinovic
                                      Treasurer, Director
                                      (Principal Financial Officer)


Dated: March 21, 2001              By: /s/ Ernesto Zaragoza de Cima
                                      -----------------------------------------
                                      Ernesto Zaragoza de Cima
                                      Vice President, Director


Dated: March 21, 2001              By: /s/ Lawrence J. McEvoy Jr.
                                      -----------------------------------------
                                      Lawrence J. McEvoy Jr.
                                      Secretary, Director


Dated: March 21, 2001              By: /s/ Charles H. Green
                                      -----------------------------------------
                                      Charles H. Green
                                      Director


Dated: March 21, 2001              By: /s/ Reiner Becker
                                       -----------------------------------------
                                       Reiner Becker
                                       Director

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