SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-KSB

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

                   For the Fiscal Year Ended December 31, 2001

                        Commission File Number 000-28433


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


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


      3296 EAST HEMISPHERE LOOP, TUCSON, ARIZONA 85706-5013 (520) 547-3510
          (Address, including zip code, and telephone number, including
                    area code, of issuer's executive offices)


    Securities registered pursuant to Section 12(b) of the Exchange Act: NONE


                               Title of each class
                          COMMON STOCK, $.001 PAR VALUE


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 revenue for its most recent fiscal year: $109,473

The  number  of  shares of Common  stock  outstanding  as of March 29,  2002 was
14,441,575.  The  aggregate  market value of the Common stock of the  registrant
held by non-affiliates  as of March 29, 2002 was approximately  $3,915,546 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 2002 Annual Meeting of
Stockholders to be held on June 21, 2002 are incorporated by reference into Part
III, Items 9, 10, 11, and 12 of this report.
<PAGE>
                             NUPRO INNOVATIONS INC.
                          ANNUAL REPORT ON FORM 10-KSB
                       FISCAL YEAR ENDED DECEMBER 31, 2001


                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
PART I

     ITEM 1.  DESCRIPTION OF BUSINESS.......................................   1
     ITEM 2.  DESCRIPTION OF PROPERTY.......................................   5
     ITEM 3.  LEGAL PROCEEDINGS.............................................   5
     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...........   5

PART II

     ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED
              STOCKHOLDER MATTERS...........................................   5
     ITEM 6.  PLAN OF OPERATION.............................................   7
     ITEM 7.  FINANCIAL STATEMENTS..........................................  12
     ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
              ACCOUNTING AND FINANCIAL DISCLOSURE...........................  13

PART III

     ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTIONS AND CONTROL
              PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT....  13
     ITEM 10. EXECUTIVE COMPENSATION........................................  13
     ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
              OWNERS AND MANAGEMENT.........................................  13
     ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................  13

PART IV

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

SIGNATURES .................................................................  15

FINANCIAL STATEMENT ........................................................ F-1

                 STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     THIS   ANNUAL   REPORT  ON  FORM   10-KSB   CONTAINS   EXPRESS  OR  IMPLIED
FORWARD-LOOKING   STATEMENTS.   WE  MAY   MAKE   ADDITIONAL   WRITTEN   OR  ORAL
FORWARD-LOOKING  STATEMENTS FROM TIME TO TIME IN FILINGS WITH THE SECURITIES AND
EXCHANGE  COMMISSION,  IN OUR 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 OUR  CURRENT  VIEWS WITH
RESPECT TO FUTURE EVENTS AND FINANCIAL  PERFORMANCE OR OPERATIONS AND SPEAK ONLY
AS OF THE DATE THE  STATEMENTS  ARE MADE. WE CAUTION  READERS NOT TO PLACE UNDUE
RELIANCE ON FORWARD-LOOKING  STATEMENTS BECAUSE SUCH FORWARD-LOOKING  STATEMENTS
INVOLVE RISKS AND  UNCERTAINTIES.  OUR ACTUAL RESULTS MAY DIFFER MATERIALLY FROM
SUCH STATEMENTS.  FACTORS THAT CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES  INCLUDE,
BUT ARE NOT LIMITED  TO, OUR  LIMITED  OPERATING  HISTORY,  UNPREDICTABILITY  OF
OPERATING RESULTS,  INTENSE COMPETITION IN VARIOUS ASPECTS OF ITS BUSINESS,  THE
RISKS OF RAPID GROWTH,  OUR 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  WE  BELIEVE  THAT  THE   ASSUMPTIONS   UNDERLYING  OUR
FORWARD-LOOKING  STATEMENTS ARE REASONABLE,  ANY OF THE ASSUMPTIONS  COULD PROVE
INACCURATE  AND,  THEREFORE,  WE CANNOT  PROVIDE ANY 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 US OR ANY OTHER PERSON THAT WE WILL ACHIEVE THE  CONTEMPLATED  FUTURE EVENTS,
PLANS, OR EXPECTATIONS.  WE UNDERTAKE NO OBLIGATION TO PUBLICLY UPDATE,  REVIEW,
OR  REVISE  ANY  FORWARD-LOOKING   STATEMENTS  TO  REFLECT  ANY  CHANGE  IN  OUR
EXPECTATIONS  WITH  REGARD  THERETO  OR ANY  CHANGE IN  EVENTS,  CONDITIONS,  OR
CIRCUMSTANCES ON WHICH WE BASED ANY SUCH STATEMENTS.

                                      (i)
<PAGE>
                                     PART I

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  report,
unless the context  requires  otherwise,  the terms "we," "us,"  "NuPro," or the
"Company" refer to NuPro  Innovations  Inc., a Delaware  corporation,  and NuPro
Innovation  Mexico  S.A.  de C.V.,  or  NuPro  de  Mexico,  our  majority  owned
subsidiary,  which was incorporated under the laws of the United Mexican States.
We are a development  stage  corporation  with our principal  offices located at
3296 East Hemisphere Loop, Tucson,  Arizona 85706-5013.  Our telephone number is
(520) 547-3510.

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

     Pursuant to an asset  purchase  agreement,  effective  December 1, 1998, we
acquired  substantially  all of the assets and liabilities of TrucTech,  Inc., a
Georgia  corporation,  in exchange for 7,333,333 shares of our common stock, par
value $0.001 per share,  which represented  approximately 73% of our outstanding
common stock immediately following the TrucTech acquisition. Certain current and
former directors, officers, employees, and stockholders of our company were also
directors, officers, employees, and stockholders of TrucTech.

     On February 4, 2002, we issued a press release  announcing the death of our
President and Chief Executive Officer, Luba Veselinovic.  We also announced that
our Board of Directors had appointed Elke  Veselinovic,  Treasurer and director,
to the offices of President and Chief Executive Officer, and Charles H. Green, a
director  and member of the Audit  Committee,  to the office of Chief  Financial
Officer.  In  addition,  we  announced  that our Board had also  elected  Reiner
Becker, a director,  as Chairman of the Board.  Shortly thereafter,  on February
16,  Elke  Veselinovic  submitted  her  resignation  to her  recently  appointed
positions and our Board  unanimously  appointed  Reiner Becker to the offices of
President and Chief Executive Officer.

     In connection with such management  changes,  we immediately  dedicated our
resources to perform an evaluation and assessment of our assets,  business plan,
product applications,  relationships with potential customers and suppliers, and
capital  resources.  Based on the results of such  process,  we have  arrived at
preliminary  decisions  with respect to our plan of operation,  certain  product
applications we had been  developing,  our rights to the proprietary  technology
for our plastic  material,  and new  product  applications  for our  proprietary
plastic material.

     We have decided to restructure  the focus of our  operations in Mexico.  We
are  actively  pursuing   negotiations   with  several   potential   independent
contractors or joint venturers along the  Arizona-Mexico  border to perform some
of the manufacturing phases of our plan of operations. This restructuring effort
of our Mexican  operations  would allow us to partner  with  manufacturers  with
experience in the market, business, and culture of cross-border operations. Most
importantly,  the  restructuring  would allow us the  opportunity to improve our
capital  resources and financial  condition by providing  additional  funds with
respect to the rent or sale of our  subsidiary  NuPro de  Mexico's  real  estate
holdings, the sale of other assets, termination of some contractual obligations,
and the savings in transportation costs and general and administrative expenses.
If we are not able to convert such assets into cash or if the amount obtained in
connection   with  such  conversion  is  not  sufficient  to  satisfy  our  cash
requirements for the next 12 months, we anticipate that we will attempt to raise
additional  funds through an offering of our  securities.  See  "Description  of
Property" and "Plan of Operation - Operations."

     We cannot provide any assurances that we will be able to secure  sufficient
funds  to  satisfy  our  cash  requirements  for the next 12  months  through  a
combination of funding of development  costs by prospective  customers for their
respective product applications,  revenue from sales,  liquidation of assets, or
capital raising activities through an offering of our securities.  Our inability
to secure  additional  funds  through any or all of the  discussed  alternatives
would have a material adverse effect on our business,  financial condition,  and
results of operations.

NUPRO MATERIAL

     Krida  Overseas  Investment  Trading  Limited  or Krida  Cyprus,  an entity
incorporated  in Cyprus,  which is  controlled  by a  relative  of Luba and Elke
Veselinovic,  former  Presidents  and Chief  Executive  Officers of our company,
claims  ownership  of a  formula  relating  to a  composite  plastic  industrial
engineering  material.  Effective  June 1, 1999,  we entered  into a  Technology
License  Agreement with Krida Cyprus for the exclusive license to our company of
the right to use and market their formula.

     Immediately  after  Luba  Veselinovic's   death,   representatives  of  Mr.
Veselinovic  retrieved from our premises  documents  related to such formula and
the ownership rights to such formula.  Notwithstanding  the effectiveness of the

                                       1
<PAGE>
Technology License Agreement,  we do not have a copy or written evidence of such
formula.  Representatives  of Krida Cyprus and Elke Veselinovic have refused the
repeated  requests of our  management  and Board of Directors to provide us with
information about the formula for the composite plastic material.  In connection
with our evaluation of our business,  former  officers,  directors,  and outside
legal counsel of our predecessor TrucTech provided us with information regarding
ownership  rights to the formula to produce the composite  plastic material that
Krida  Cyprus  claims to own.  Based on that  information,  we  believe  that we
acquired  the  ownership   rights  to  the  formula  pursuant  to  the  TrucTech
acquisition. We are continuing our investigation into such matters and will take
any actions necessary to protect what we believe are our assets and rights under
any contractual arrangements. See "Legal Proceedings."

     Currently,  we are in the  process  of  developing  our own  formula  for a
composite plastic industrial  engineering material called the NuPro Material. We
cannot provide any assurances  that we will be able to develop our formula for a
NuPro Material,  or, if we are successful,  that the NuPro Material will achieve
market acceptance or be profitable.

BUSINESS STRATEGY

     Our focus  remains to provide a composite  plastic  industrial  engineering
material and  solutions  for various  industrial  applications.  We believe that
customers that manufacture  products with the NuPro Material may realize certain
competitive  advantages  with  respect  to  product  performance  and  costs  of
production.  We will  continue  to develop and offer  manufacturers  new product
applications for the NuPro Material.

     Our 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  our customers with
turnkey  manufacturing  packages,  which  include  training  with respect to the
manufacturing  process,  for a  particular  product  application  of  the  NuPro
Material;  and (iii)  supplying  the  proprietary  materials  necessary  for the
creation and manufacture of the NuPro Material.

PRODUCT APPLICATIONS

     As a result of the changes in management that occurred on or about February
16, 2002, we were forced to reevaluate our business strategies.  Previously,  we
were in the process of designing and prototyping  various  product  applications
for the NuPro Material.  Such applications  included pallets,  deck boards, golf
drivers, food processing trays, a truck bed enclosure,  and housing construction
products  for the  country of  Romania.  However,  based on a number of factors,
including,  but not  limited  to,  our  current  status  as a  development-stage
company, the market position and financial capabilities of our competitors,  and
specific financial and logistic  considerations  related to each of such product
applications,   we  have  made  preliminary  determinations  that  such  product
applications  for  the  NuPro  Material  are  neither  economically  viable  nor
feasible.  We will continue to consider such product  applications in the future
if any of the variables that made such product applications not viable change.

     We have  identified  new  potential  applications  that we believe  offer a
greater  opportunity for our success.  In connection with such new applications,
we have initiated the process of  establishing  customer  relationships  for the
development  of  several  product  applications  for the  NuPro  Material.  Such
development will include  feasibility  studies,  product design and engineering,
prototype  model  and mold  fabrication,  prototype  manufacture,  testing,  and
customer approval.  Currently,  we are in the process of developing applications
for the NuPro Material for use in the copper mining  industry,  audio  component
industry,   and  containers   industry.   We  anticipate   that  we  will  begin
manufacturing  some of such  products  during the third  quarter of fiscal  year
2002. We cannot provide any assurances,  however,  that we will be successful in
designing  and  prototyping  the  new  product  applications,   or,  if  we  are
successful,  that  such  applications  will  achieve  market  acceptance  or  be
profitable.

CUSTOMERS; SALES AND MARKETING

     We  anticipate  that  our  customers  will be  manufacturers  of  different
products developed with composite industrial materials.  We expect that products
developed with the NuPro Material will be distributed by such  manufacturers  to
consumers.  We plan 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.

                                       2
<PAGE>
     In addition,  our marketing strategy also focuses on establishing  customer
relationships and strategic partnerships with manufacturers at the outset of our
development of a specific  product  application of the NuPro  Material.  In some
cases,  we will seek  funding  from our  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,  we will provide
the turnkey  manufacturing process and proprietary chemicals for the manufacture
of the product application with the NuPro Material. As of the end of fiscal year
2001,  we have not incurred any expenses  relating to the direct  marketing  and
advertising of the NuPro Material and our turnkey manufacturing  packages. We do
not anticipate any substantial marketing expenditures during the next 12 months.
Such  expenditures,  if any,  will  depend on and be  limited  by our  financial
condition.

COMPETITION

     We compete with other manufacturers of composite  industrial materials such
as  steel,  plastics,  fiberglass,  and  wood.  Our  competitors  in the  steel,
plastics,  fiberglass, and wood businesses,  among others, are more established,
have  greater  financial  resources  than we do,  spend  substantially  more for
advertising  and  promotion,  and have greater name  recognition  and  marketing
resources than we do. In addition, while our competitors' products have achieved
market  acceptance,  the NuPro  Material  is still being  commercialized  and we
cannot  provide  any  assurances  that it will be able to achieve  and  maintain
market  acceptance or be  profitable.  See "Plan of Operation - Factors that May
Affect  Future  Operating  Results  -  Uncertainty  of  Acceptance  of the NuPro
Material and Competition."

REGULATION AND ENVIRONMENTAL CONSIDERATIONS

     We are currently not subject to any environmental  proceedings.  During the
year ended  December 31,  2001,  we did not make any  material  expenditure  for
environmental control facilities, nor do we currently anticipate any such future
expenditures.  Actions by international,  federal,  state, and local governments
concerning  environmental matters could result in laws or regulations that could
increase the cost of producing the NuPro Material or otherwise  adversely affect
the demand for our product applications.  However, certain of our operations are
subject to  international,  federal,  state,  and local  environmental  laws and
regulations that impose  limitations on the discharge of pollutants into the air
and water and establish  standards for the treatment,  storage,  and disposal of
solid and hazardous  wastes.  While we have not had to make significant  capital
expenditures for environmental  compliance, we cannot predict with any certainty
our future capital expenditure requirements relating to environmental compliance
because of continually changing compliance  standards and technology.  We do not
have  insurance  coverage for  environmental  liabilities  and do not anticipate
obtaining  such  coverage in the near  future.  See "Plan of Operation - Factors
that May Affect Future Operating Results - Environmental Liabilities."

     We  are  also  subject  to  the   Comprehensive   Environmental   Response,
Compensation and Liability Act of 1980, as amended, or 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.  We  have  not  been
classified  as a PRP under  CERCLA.  See "Plan of  Operation - Factors  that May
Affect Future Operating Results - Environmental Liabilities."

RESEARCH AND DEVELOPMENT

     We maintain a  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 prototyping model
and mold  fabrications.  Our  development,  pre-production,  and  administration
expenditures were  approximately  $866,064 in fiscal year 2000 and $1,165,864 in
fiscal year 2001. We do not anticipate any substantial  research and development
expenditures during the next 12 months.  Such expenditures,  if any, will depend
on and be limited by our financial condition.

INTELLECTUAL PROPERTY

     Our  success  depends,  in part,  upon  our  intellectual  property  rights
relating to our production  process and other operations.  We anticipate that we
will rely on a combination of trade secret, nondisclosure, and other contractual

                                       3
<PAGE>
arrangements,  confidentiality  procedures, and patent, copyright, and trademark
laws, to protect our  proprietary  rights.  We have filed  applications  for the
federal  registration  of our NuPro(TM)  and NuPro  Innovations(TM)  marks.  See
"Description of Business - NuPro Material" and "Legal Proceedings."

EMPLOYEES

     As of December 31,  2001,  we had 23  full-time  employees  including 13 in
NuPro de Mexico, of whom 5 had executive or managerial responsibilities. None of
our employees are  represented  by a union.  We consider our relations  with our
employees to be good. See "Plan of Operation - Employees."

     Our potential success is substantially  dependent on the services of Reiner
Becker, Charles H. Green, Tom Fritsch, and Jens Rossfeldt. Mr. Becker has served
as a member of our Board of Directors  since January  2000.  Mr. Becker has more
than 10 years experience in international  management  consulting,  primarily in
restructuring/reengineering   of   companies  in  the   manufacturing   industry
throughout  the European  Union in connection  with specific  tasks of executive
search.  Mr. Becker has been a self-employed  management  consultant since 1993.
Prior to the management  consulting,  he served as  International  Marketing and
Sales Manager for the Beck's Beer Brewery,  Bremen,  Germany. He was responsible
for the Americas,  Australia,  Belgium,  and the former Soviet Union. Mr. Becker
received his  Bachelor's  Degree in Business  Economics  from the  University of
Saarland in Saarbrueken, Germany, in 1987.

     Mr. Green has served as a director of the Company since January 2000 and as
the Chief  Financial  Officer  since  February  2,  2002.  Prior to  becoming  a
director,  Mr. Green served on the Company's  Advisory  Council since June 1998.
Mr. Green served as Vice President of the SBA Division of U.S. Bank from 1998 to
present.  From 1992 to 1998,  Mr. Green  served as Managing  Member of Southeast
Capital  Associates LLC, an Atlanta-based  commercial banking firm that assisted
in financing  small  business,  which  dissolved in 1998. Mr. Green received his
Bachelor's of Science in Finance from the University of Alabama in 1979.

     Mr.  Fritsch has served as the Director of Research and  Development  since
February  2002.  Prior to  joining  our  company,  he had over  thirty  years of
experience in research, development, and commercialization of petroleum refining
and  petrochemical  processes  with UOP,  LLC,  a  privately  held  corporation,
formerly known as Union Carbide's Linde Division. UOP has been a leader for more
than 80 years in developing  and  commercializing  technology for license to the
oil refining,  petrochemical,  and gas  processing  industries.  He received his
Bachelor of Science in  Chemical  Engineering  from the  Illinois  Institute  of
Technology in Chicago, Illinois, United States of America, in 1962.

     Mr. Rossfeldt has served as the Company's General Manager since March 2001.
He currently manages purchasing, research and development, designing, and sales.
Prior to joining our company,  he served as the Chief of Communications for KFOR
Headquarters in Kosovo, Macedonia from October 1999 to July 2000. He also served
in various positions in the German Air Force,  including Chief of Communications
- Mobile Signal Unit and Staff  Officer.  He received his Masters in Electronics
Engineering and Communications  Systems from the University of Zittau in Zittau,
Germany in September 1987.

     We anticipate that our potential  growth may place  significant  demands on
our managerial resources.  Other than with Mr. Fritsch, we do not currently have
employment agreements with any of our executive officers or other key personnel.
The loss of the services of our executive  officers or other key personnel could
have a material  adverse effect on our  operations.  To address these risks,  we
must, among other things,  continue to attract,  retain,  and motivate qualified
personnel.  While we have been successful in attracting  qualified  personnel to
date, we cannot  provide any assurance  that we will be successful in attracting
and retaining qualified personnel in the future.

INSURANCE

     We maintain general liability,  automobile liability, and umbrella coverage
insurance  in amounts  that we believe are  customary  for a company of our size
engaged in a comparable  industry.  We also maintain  worker's  compensation and

                                       4
<PAGE>
directors and officers'  liability  insurance  coverage.  We cannot  provide any
assurance that we will not be subject to claims in the future that our insurance
may not cover or as to which our coverage limits may be inadequate.

ITEM 2. DESCRIPTION OF PROPERTY.

     During  the  second   quarter  of  fiscal  year  2000,   we  completed  the
construction  of our  principal  administrative  and  research  and  development
offices located in approximately 13,400 square feet of space in Tucson, Arizona.
During the third quarter of fiscal year 2000, we completed the  construction  of
two  manufacturing  facilities in Guaymas,  Mexico,  consisting of approximately
32,000 square feet. We also lease prototyping, tool modeling, and administrative
facilities  in Guaymas,  Mexico  consisting  of 2,482 square feet from a Mexican
entity controlled by Ernesto Zaragoza de Cima, our director and  Vice-President,
pursuant to a lease agreement  effective May 1, 2001, for a term of 5 years, and
at a rate of $3,621 per month.

     As a result of the changes in management that occurred on or about February
16, 2002, and the subsequent assessment of our business and operations,  we have
decided to terminate our operations in Mexico and, therefore,  we have begun the
process  of  liquidating  our  assets,  including  selling  or  leasing  our two
manufacturing facilities in Guaymas, Mexico, and terminating our lease agreement
with the landlord  represented  by Mr.  Zaragoza de Cima, our Vice President and
director, for the administrative, prototyping, and tool modeling facilities also
in Guaymas,  Mexico.  We cannot provide any assurance that we will be successful
in  liquidating  our  assets  or,  if  successful,  that  we  will  recover  our
investment.  See  "Description  of Business - General"  and "Plan of Operation -
Operations and Plant and Equipment."

ITEM 3. LEGAL PROCEEDINGS.

     We are not involved,  as plaintiff or defendant,  in any legal  proceedings
and actions involving our company.  If any negotiations with the representatives
of Krida Cyprus, Luba Veselinovic,  former President and Chief Executive Officer
of our company, and Elke Veselinovic,  current director and former President and
Chief  Executive  Officer of our company,  are not  favorably  resolved,  we may
become involved in legal proceedings to recover some of our assets in possession
of such  parties  and assert  our  rights to a formula  to  produce a  composite
plastic material or,  alternatively,  enforce the Technology Licensing Agreement
with Krida Cyprus. We believe that if we are involved in such proceedings and do
not  prevail,  the result may have a material  adverse  effect on our  business,
financial condition, or results of operations. We believe that none of our other
officers,  directors,  or  beneficial  owners  of 5% or more of our  outstanding
securities is a party adverse to us and none of the foregoing individuals have a
material interest adverse to us.

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

     There were no matters  submitted to a vote our security  holders during the
fourth quarter of fiscal year 2001.

                                     PART II

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

GENERAL

     Our 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. These 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 us to become  fully
compliant  by February 24, 2000.  Accordingly,  on December 6, 1999,  we filed a
registration statement on Form 10-SB with the SEC. On February 6, 2000, we filed
Amendment  No. 1 to the Form 10-SB in  response  to  comments  by the SEC on our
original Form 10-SB. Our 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. Our Form 10-SB, as amended,
was still under review by the SEC on February 24, 2000. Accordingly,  our 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 our Form 10-SB, as
amended. Immediately thereafter, we filed an application with the OTC Compliance
Unit to relist  our  Common  stock on the OTC  Bulletin  Board  under the symbol
"NUPP." On December 6, 2000, the OTC Compliance Unit approved our request for an

                                       5
<PAGE>
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 our common stock on the OTC Bulletin  Board.  On the same date, the
NASD resumed quoting our common stock on the OTC Bulletin Board under the symbol
"NUPP." The following sets forth the range of high and low bid quotations of our
common stock for the periods  indicated.  Such quotations reflect prices between
dealers,  without retail mark-up,  markdown, or commission and may not represent
actual transactions.

                                                                 HIGH       LOW
                                                                 ----       ---
2000:
     First quarter...........................................   $3.19      $1.25
     Second quarter..........................................    3.25       1.75
     Third quarter...........................................    2.00       1.63
     Fourth quarter..........................................    2.10       1.25

2001:
     First quarter...........................................   $2.75      $1.13
     Second quarter..........................................    1.30       0.91
     Third quarter...........................................    0.90       0.70
     Fourth quarter..........................................    0.89       0.51

2002:
     First quarter...........................................   $0.85      $0.35

     As of April 1, 2002, there were  approximately 150 holders of record of our
common stock.

DIVIDEND POLICY

     We have  never  paid any  cash  dividends  on our  capital  stock.  For the
foreseeable  future,  we intend to retain all of our future  earnings to finance
our operations and do not anticipate paying cash dividends.

PENNY STOCK

     Transactions  in our  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 our
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
our  common  stock and may  affect the  ability  of  stockholders  to sell their
shares.

RECENT SALES OF UNREGISTERED SECURITIES

     During fiscal year 2001, we sold 335,000 shares of common stock at $2.50 in
connection  with  the  exercise  of  warrants  issued  in  connection  with  our
Regulation S offering that closed in July 1999.

                                       6
<PAGE>
ITEM 6. PLAN OF OPERATION.

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

OPERATIONS

     We have not had revenue from  operations  since our  inception.  We believe
that we have sufficient funds from the Regulation S Offering to satisfy our cash
requirements  for the next 6 months.  We have  started the process to  liquidate
some of our assets in Mexico  that we believe  will  provide us with  sufficient
funds to satisfy  our cash  requirements  for the next 12 months.  If we are not
able to convert  such assets into cash or if the amount  obtained in  connection
with such conversion is not sufficient to satisfy our cash  requirements for the
next 12 months,  we anticipate  that we will attempt to raise  additional  funds
through an offering of our securities.

     We cannot provide any assurances that we will be able to secure  sufficient
funds  to  satisfy  our  cash  requirements  for the next 12  months  through  a
combination of funding of development  costs by prospective  customers for their
respective product applications,  revenues from sales, liquidation of assets, or
capital raising activities through offering of our securities.  Our inability to
secure additional funds through any or all of the discussed  alternatives  would
have a material adverse effect on our business, financial condition, and results
of operations.

     RESEARCH AND DEVELOPMENT

     We anticipate that we will continue research and development to enhance the
technology of the NuPro Material and potential  product  applications and create
additional product  applications for the NuPro Material over the next 12 months.
During the fiscal year 2001, we incurred  research and  development  expenses of
approximately   $208,790.   We  do  not  anticipate  any  substantial  marketing
expenditures during the next 12 months.  Such expenditures,  if any, will depend
on and be limited by our financial condition.

     MANUFACTURING

     As a result of the changes in management that occurred on or about February
16, 2002, and the subsequent assessment of our business and operations,  we have
decided to contract or joint venture with  established  manufacturers  along the
Arizona-Mexico   border  to  prototype  NuPro  Material  product   applications,
fabricate molds, test such product  applications,  and set up turn key packages.
We are currently actively pursuing  negotiations with two potential  independent
contractors or joint venture partners to this effect.

     PLANT AND EQUIPMENT

     During the third quarter of fiscal year 2000, we completed the construction
of two manufacturing  facilities in Guaymas, Mexico, which include approximately
32,000 square feet, at a cost of approximately $1,466,000,  including land. As a
result of the changes in management that occurred on or about February 16, 2002,
and the subsequent assessment of our business and operations, we have decided to
terminate our operations in Mexico and, therefore,  we have begun the process of
liquidating  our  assets,  including  selling or leasing  our two  manufacturing
facilities in Guaymas,  Mexico,  and  terminating  our lease  agreement with the
landlord. See "Description of Property."

     EMPLOYEES

     As a result of the changes in management that occurred on or about February
16, 2002, and the subsequent assessment of our business and operations,  we have
decided to terminate our operations in Mexico and, therefore,  we have begun the

                                       7
<PAGE>
process  of  terminating  all of NuPro de  Mexico  employees.  We will  contract
directly with some of such employees to assist us in the  manufacturing  process
with independent or joint venture partners.

FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS

     In  addition,  but not  limited  to, the other  information  in this Annual
Report on Form  10-KSB,  the  following  important  factors  should be carefully
considered in evaluating us and our business because such factors currently have
a  significant  impact  or  may  have a  significant  impact  on  our  business,
prospects, financial condition, and results of operation.

     NO SALES

     We  are  attempting  to  commercialize  a  new  technology,  an  industrial
composite  material  called the NuPro  Material,  and have no invoiced  sales to
date. Although we are in the process of developing product for use in the copper
mining industry,  audio component industry,  and container industry, we have not
executed  any  product  orders of the NuPro  Material  to date.  Our  results of
operations may be unpredictable  from quarter to quarter as a result of numerous
factors,  including,  but not limited to,  fluctuations  in the  development and
design of our current and future product  applications  for the NuPro  Material,
market  acceptance of our current or future product  applications  for the NuPro
Material,  the  timing of orders and  shipments  of the NuPro  Material,  or the
introduction or announcement of competitive  composite materials or products. We
cannot provide any assurance that we will be able to achieve significant revenue
from sales of the NuPro Material or product applications in the future.

     LIMITED OPERATING HISTORY

     We are 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,  we have a limited  operating
history to review in  evaluating  our  business.  Accordingly,  we have  limited
financial  and  operating  data upon which our  business  and  prospects  may be
evaluated. We have not generated operating revenue to date.

     LACK OF PRODUCT DIVERSIFICATION

     We anticipate that  substantially all of our sales will be derived from the
NuPro Material.  Although we are in the process of developing  multiple  product
applications  for the NuPro Material,  and intend to continue such  development,
our product  line will be based  exclusively  on the  composite  formula for the
NuPro Material.  If we should experience any problems,  real or perceived,  with
product  quality  or  acceptance  of the  NuPro  Material,  our lack of  product
diversification would have a material adverse effect on our business,  financial
condition, and results of operations.

     DEPENDENCE ON SINGLE MANUFACTURING FACILITY

     We anticipate  that the key  proprietary  chemicals that comprise the NuPro
Material will be mixed solely at our Tucson  facility.  Any  interruption in the
operations  or decrease in the  capacity of this  facility,  whether  because of
equipment failure, natural disaster, or otherwise, may limit our ability to meet
future customer demand for the NuPro Material and would have a material  adverse
effect on our 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 we believe that such chemical components are available from
a number  of  suppliers,  we  anticipate  that we will  purchase  such  chemical
constituents  from a relatively small number of suppliers  located in the United
States,  Mexico,  and South Korea.  Our ability to obtain  adequate  supplies of
chemical  compounds  for the NuPro  Material  depends on our success in entering
into  long-term  arrangements  with  suppliers  and managing the  collection  of
supplies  from   geographically   dispersed   suppliers.   The   termination  or
interruption of our significant  supplier  relationships could subject us to the
risk that we would be unable to purchase sufficient  quantities of raw materials
to meet our  production  requirements  or would  have to pay  higher  prices for

                                       8
<PAGE>
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 our business, financial condition, and results of operations.

     MANAGEMENT OF GROWTH

     We expect to experience  growth in product  application,  development,  and
prototyping  and  expect to begin  providing  the  NuPro  Material  and  turnkey
manufacturing lines during the third quarter of fiscal year 2002. This growth in
our business may result in an increase in the responsibilities of our management
and is expected to place added pressures on our operating and financial systems.
Our ability to assimilate this growth will be critical to our  performance,  and
we cannot provide any assurance  that the  management  and systems  currently in
place will be adequate if our  operations  continue to expand or that we 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

     We are in the process of  developing 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  requires the development of new production
processes for cost effective manufacture in commercial quantities. We are in the
process of developing 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.  We have 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.  If we are not able to convert our assets
in Mexico into cash or if the amount obtained in connection with such conversion
is not sufficient to satisfy our cash  requirements  for the next 12 months,  we
anticipate that we will attempt to raise additional funds through an offering of
our securities.

     We cannot provide any assurances that we will be able to secure  sufficient
funds  to  satisfy  our  cash  requirements  for the next 12  months  through  a
combination of funding of development  costs by prospective  customers for their
respective product applications,  revenue from sales,  liquidation of assets, or
capital raising activities through an offering of our securities.  Our inability
to secure  additional  funds  through any or all of the  discussed  alternatives
would have a material adverse effect on our business,  financial condition,  and
results of operations.

     Although we 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. We cannot provide any assurance that we 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 or be  profitable.  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 our business, financial condition, and results of operations.

     DEPENDENCE ON NON-PATENTED PROPRIETARY RIGHTS AND KNOW-HOW

     Our  success  depends,  in part,  upon  our  intellectual  property  rights
relating to our production  process and other operations.  We anticipate that we
will rely on a combination of trade secret, nondisclosure, and other contractual
arrangements,  confidentiality  procedures, and patent, copyright, and trademark
laws, to protect our proprietary rights.

     We use  non-patented  proprietary  technology for  manufacturing  the NuPro
Material.  We believe 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.  The production  processes to manufacture  products from
the NuPro Material are not  proprietary;  however,  there is a certain amount of
"know-how"  that we have  gained  which would  hinder a person  taking the NuPro
Material and introducing it into the conventional manufacturing environment.

                                       9
<PAGE>
     We cannot  provide any assurance  that the steps we have taken with respect
to our proprietary  technology and technical  know-how will be adequate to deter
misappropriation  of our  proprietary  information  or  that  we will be able to
detect  unauthorized use and take appropriate  steps to enforce our intellectual
property  rights.  Our  proprietary  information  may  also  become  known to or
independently developed by competitors,  or our non-patented  proprietary rights
may be  challenged.  Such  events  could have a material  adverse  effect on our
business, financial condition, and results of operations.

     COMPETITION

     We compete with other manufacturers of composite  industrial materials such
as steel,  plastics,  fiberglass,  and wood. While many of our 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,  we expect to
provide all such  services.  We believe that we 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.  We
cannot provide any assurance that we will be successful in our business strategy
and any  failure  we  experience  could have a  material  adverse  effect on our
business, financial condition, and results of operations.

     To be successful,  we must continue development of product applications and
successfully  market and sell such product  applications to  manufacturers.  Our
competitors  in the steel,  plastics,  fiberglass,  and wood  businesses,  among
others, are more established, have greater financial resources that we do, spend
substantially  more  on  advertising  and  promotion,   and  have  greater  name
recognition  and  marketing  resources  than  we  do.  In  addition,  while  our
competitors'  products have achieved  market  acceptance,  the NuPro Material is
still being  commercialized  and we cannot provide any 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."

     We anticipate that we will compete  principally through product quality and
price. We believe that the NuPro Material's principal  competitive strengths are
(a) its capability to generate  differing  properties that 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   plastic
manufacturing  process. We cannot provide any assurances that we will be able to
develop product applications with the NuPro Material,  or, if we are successful,
that such applications will achieve market acceptance or be profitable.

     INTRODUCTION OF NEW PRODUCT APPLICATIONS

     Our success will primarily depend upon our ability to introduce new product
applications that achieve market acceptance. To meet these challenges, we invest
and expect to continue to invest in the development of new product  applications
and production  processes.  We cannot provide any assurance that we 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 our
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 our company, or otherwise adversely affect the demand for the NuPro Material.
At  present,  during  our 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 our 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 we have
not had to make significant capital  expenditures for environmental  compliance,
we cannot predict with any certainty our future capital expenditure requirements
relating to environmental  compliance because of continually changing compliance
standards and technology.  We do not have insurance  coverage for  environmental
liabilities and does not anticipate obtaining such coverage in the future.

                                       10
<PAGE>
     We  are  also  subject  to  the   Comprehensive   Environmental   Response,
Compensation and Liability Act of 1980, as amended, or CERCLA, and similar state
laws which impose  liability  without  regard to fault or to the legality of the
original  action,  on certain  classes of persons  (referred  to as  potentially
responsible  parties,  or PRPs) associated with the release or threat of release
of certain hazardous  substances into the environment.  Generally,  liability of
PRPs  to  the   government   under  CERCLA  is  joint  and  several.   Financial
responsibility  for the  remediation  of  contaminated  property  or for natural
resources  damage can extend to properties  owned by third  parties.  We believe
that we are in substantial  compliance with all environmental laws applicable to
our business.  We cannot provide any assurance that we 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  us to the risk of
product liability claims.  While we have had no material  liability with respect
to product  liability  claims to date, we are still in our  development  stages.
After we begin  production and achieves sales,  product  liability  claims could
have a material adverse effect on our business, financial condition, and results
of  operations.  While we  maintain  product  liability  insurance  against  the
possibility of defective  product  claims,  we cannot provide any assurance that
such insurance would be sufficient to protect our company against liability from
such claims.

     DEPENDENCE ON KEY PERSONNEL

     Our potential success is substantially  dependent on the services of Reiner
Becker, Charles H. Green, Tom Fritsch, and Jens Rossfeldt.  We also believe that
our future  success  will  depend in a large part on our  ability to attract and
retain key employees.  Competition for such personnel is intense,  and we cannot
provide any assurance  that we will be  successful  in attracting  and retaining
such personnel.  Our inability to attract and retain additional key employees or
the loss of one or more of our  current  key  employees  could  have a  material
adverse effect on our business, financial condition, and results of operations.

     POLITICAL FACTORS

     Certain  critical  functions  and  operations  of our company are currently
carried  out in  Mexico  in  accordance  with  the  North  American  Free  Trade
Agreement.  While we are in the process of liquidating our assets in Mexico, any
political  unrest in Mexico could have a material  adverse effect on our company
or our  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 our 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 our business,  financial  condition,  and results of
operations.

     CURRENCY FLUCTUATION

     While we currently have significant assets located in Mexico. We are in the
process of liquidating all our assets located in Mexico.  Currently, the Mexican
Peso may be  readily  exchanged  for U.S.  currency  in Mexican  banks,  and the
exchange  rate relating to Mexican Peso 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
Peso could  change at any time by the  direction of the  government  or economic
developments  and such  changes  could  have a  material  adverse  effect on our
business,  financial condition, and results of operations. We cannot provide any
assurance that we will be successful in liquidating our assets in Mexico.

                                       11
<PAGE>
     We anticipate  that we will acquire a  substantial  portion of our chemical
supplies  from sources in the United  States,  Mexico,  and South Korea.  To the
extent the exchange  rate for  currencies  in any of such  countries  fluctuates
significantly, such fluctuations could make our chemical supplies more expensive
to  acquire  and,  as a result,  could  have a  material  adverse  effect on our
business, financial condition, and results of operations.

     LABOR MATTERS

     The operating activities that we previously  established in Mexico required
the engagement of local labor.  Various issues with employees could be raised in
connection  with their  termination  of  employment.  Because  there are only 13
employees  and NuPro de Mexico has not had  significant  operations,  we believe
that their employment termination will not have a material adverse effect on our
business,  financial  condition,  and results of operations.  However, we cannot
provide any assurance that the  terminations of our employees in Mexico will not
have a  material  adverse  effect on our  business,  financial  conditions,  and
results of operations.

     POSSIBLE ANTI-TAKEOVER EFFECT OF CERTAIN CHARTER PROVISIONS.

     Our  certificate  of  incorporation  authorizes  our 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 our 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 our company by means of a tender
offer, merger, proxy contest, or otherwise.

     ISSUANCE OF ADDITIONAL SECURITIES; DILUTIVE EFFECT

     We have 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.  Our current stockholders will 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 our company.  In
addition,  our board of directors has the authority to issue shares of preferred
stock having preferences and other rights superior to our common stock.

     LIMITED MARKET FOR COMMON STOCK

     Our 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 our  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 our
common stock to reach a $3 per share  trading  price that would make it eligible
for quotation on NASDAQ, even if we otherwise qualify 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-1 of this
Report, which Consolidated Financial Statements,  Notes, and Report are included
herein by reference.

                                       12
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

     Not applicable.

                                    PART III

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

     The  information  required  by this  Item with  respect  to  Directors  and
Executive  Officers and  Compliance  with  Section  16(a) of the Exchange Act is
incorporated by reference to our definitive Proxy Statement to be filed pursuant
to  Regulation  14A of the  Securities  Exchange Act of 1934 for our 2002 Annual
Meeting of Stockholders.

ITEM 10. EXECUTIVE COMPENSATION.

     The  information  required by this Item is incorporated by reference to our
Proxy  Statement  to be  filed  pursuant  to  Regulation  14A of the  Securities
Exchange Act of 1934 for our 2002 Annual Meeting of Stockholders.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The  information  required by this Item is incorporated by reference to our
Proxy  Statement  to be  filed  pursuant  to  Regulation  14A of the  Securities
Exchange Act of 1934 for our 2002 Annual Meeting of Stockholders.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The  information  required by this Item is incorporated by reference to our
Proxy  Statement  to be  filed  pursuant  to  Regulation  14A of the  Securities
Exchange Act of 1934 for our 2002 Annual Meeting of Stockholders.

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

(A)  EXHIBITS

EXHIBIT
NUMBER                                  EXHIBIT
------                                  -------

 3.1      Certificate of Domestication of the Company, dated August 7, 1997 (1)
 3.2      Certificate of Incorporation of the Company (1)
 3.3      Bylaws of the Company (1)
10.1(a)   Technology License Agreement by and between Krida Overseas Investments
          Trading Limited and the Company effective as of June 1, 1999 (1)
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 (2)
10.2      Form  of  Indemnification  Agreement  for  Members  of  the  Board  of
          Directors (1)
10.3      Form of Indemnification  Agreement for Members of the Advisory Council
          (1)
10.5      Form of Stock Option  Agreement for Members of the Company's  Board of
          Directors (1)
10.6      Form of Stock Option  Agreement for Members of the Company's  Advisory
          Council (1)
10.7(a)   Patent  Agreement  between  John W. Martin and Judith Tyler Martin and
          TracTop International, Inc. dated as of August 10, 1998 (2)
10.7(b)   Letter  Agreement  between  John W. Martin and Judith Tyler Martin and
          TracTop International, Inc. dated August 6, 1992 (2)
10.8      Forbearance  Agreement  between Krida Overseas  Trading and Investment
          Limited,  Gary A. Fitchett and the Company effective  December 1, 1999
          (3)
10.9      Lease between Desarrollo  Inmobiliario Ernesto Zaragoza,  S.A. de C.V.
          and NuPro Innovation Mexico, S.A. de C.V. effective May 1, 2001
21        Subsidiaries of the Company

                                       13
<PAGE>
----------
(1)  Incorporated  by  reference  to the  Registration  Statement  on Form 10-SB
     (Registration  No.  000-28433)   Registration   Statement  filed  with  the
     Commission on December 9, 1999.
(2)  Incorporated by reference to the Registrant's Amendment No. 1 to Form 10-SB
     (Registration  No.  000-28433)  filed with the  Commission  on February 16,
     2000.
(3)  Incorporated by reference to the Registrant's  Annual Report on Form 10-KSB
     filed with the Commission on March 21, 2001.

(B)  REPORTS ON FORM 8-K.

     None.

                                       14
<PAGE>
                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                      NUPRO INNOVATIONS INC.



Date: April 15, 2002                  By: /s/ Reiner Becker
                                          --------------------------------------
                                      Name:  Reiner Becker
                                      Title: Chief Executive Officer and
                                             President (Principal Executive
                                             Officer)

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


         SIGNATURE                        TITLE                        DATE
         ---------                        -----                        ----

/s/ Reiner Becker              Chief Executive Officer and        April 15, 2002
----------------------------   President (Principal Executive
Reiner Becker                  Officer)


/s/ Charles H. Green           Treasurer, Chief Financial         April 15, 2002
----------------------------   Officer, and Director
Charles H. Green               (Principal Financial Officer)


/s/ Ernesto Zaragoza de Cima   Vice President and Director        April 15, 2002
----------------------------
Ernesto Zaragoza de Cima


/s/ Lawrence J. McEvoy, Jr.    Secretary and Director             April 15, 2002
----------------------------
Lawrence J. McEvoy, Jr.

                               Director                           ________, 2002
----------------------------
Elke Veselinovic

                                       15
<PAGE>
                             NUPRO INNOVATIONS, INC.

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                            PAGE
                                                                            ----

Independent Auditor's Report...............................................  F-2

Audited Financial Statements - for the years ended December 31, 2001
  and December 31, 2000:

Consolidated Balance Sheets................................................  F-3

Consolidated Statements of Loss and Deficit................................  F-4

Consolidated Statements of Stockholders' Equity............................  F-5

Consolidated Statements of Cash Flows......................................  F-6

Notes to Consolidated Financial Statements.................................  F-7

                                      F-1
<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, 2001 and 2000,
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,  2001and  2000  and  the  results  of its
operations  and its 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 28, 2002,
except for Note 14,
for which the date is April 4, 2002


          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-2
<PAGE>
NUPRO INNOVATIONS INC. (FKA TRUCTECH, INC.)

(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                                              December 31    December 31
                                                                 2001           2000
                                                              ----------     ----------
<S>                                                           <C>            <C>
ASSETS

CURRENT
   Cash and cash equivalents                                  $1,659,776     $2,825,074
   Accounts Receivable                                            23,436        130,221
   Inventory                                                     176,772         57,143
   Prepaid Expense                                                17,050         11,555
                                                              ----------     ----------
     Total Current Assets                                      1,877,034      3,023,993

PROPERTY AND EQUIPMENT (Note 5)                                4,130,664      4,156,112

OTHER
   Accounts Receivable - TopTrac, S.A. de C.V. (Note 4)               --         90,189
   Deposits                                                        9,809          8,355
                                                              ----------     ----------
                                                                   9,809         98,544
                                                              ----------     ----------

                                                              $6,017,507     $7,278,649
                                                              ==========     ==========

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT
   Notes Payable (Note 6)                                     $   52,089     $    5,827
   Accounts Payable                                              116,794        249,352
   Accrued Liabilities                                            50,494        179,543
   Accrued Management Fees and Salaries (Notes 11 and 12)        504,460        564,714
   Current portion of long-term liabilities                       37,216         50,718
                                                              ----------     ----------
     Total Current Liabilities                                   761,053      1,050,154

LONG-TERM LIABILITIES (Note 7)                                        --        154,328

SHAREHOLDERS' EQUITY (Note 8)                                  5,256,454      6,074,167
                                                              ----------     ----------

                                                              $6,017,507     $7,278,649
                                                              ==========     ==========
</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 LOSS AND DEFICIT

YEARS ENDED DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                                                                              Deficit
                                                                                            Accumulated
                                                         Year Ended       Year Ended        During the
                                                        December 31       December 31       Development
                                                            2001              2000             Stage
                                                        ------------      ------------      ------------
<S>                                                     <C>               <C>               <C>
REVENUE - Interest earned                               $    109,473      $    126,074      $    360,991
                                                        ------------      ------------      ------------

COSTS AND EXPENSES:
   Development, pre-production, administration             1,165,864           866,064         4,172,918
   In-kind investment                                             --                --         3,252,600
   Loss on impairment and disposition of properties          612,172                --           933,966
   Financial, primarily interest expense                       8,079           136,209           823,448
   Depreciation and amortization                              74,300            47,709           246,186
                                                        ------------      ------------      ------------
                                                           1,860,415         1,049,982         9,429,118
                                                        ------------      ------------      ------------

   Loss before income tax benefit                         (1,750,942)         (923,908)       (9,068,127)

   Income tax benefit                                             --                --                --
                                                        ------------      ------------      ------------
NET LOSS                                                $ (1,750,942)     $   (923,908)     $ (9,068,127)
                                                        ============      ============      ============

   Net loss per common share (basic and diluted)        $      (0.13)     $      (0.07)
                                                        ============      ============

   Weighted average shares outstanding (Note 13)          14,399,377        12,677,000
                                                        ============      ============

Net loss                                                $ (1,750,942)     $   (923,908)     $ (9,068,127)

Other comprehensive income (loss):
   Foreign currency translation adjustment                    (2,989)           38,220            26,649
                                                        ------------      ------------      ------------

TOTAL COMPREHENSIVE INCOME (LOSS)                       $ (1,753,931)     $   (885,688)     $ (9,041,478)
                                                        ============      ============      ============
</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 SHAREHOLDERS' EQUITY
FROM INCEPTION THROUGH DECEMBER 31, 2001

<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 in-kind investment        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    $        --
Reg S warrants exercised               335,000                        335
Shares issued in conversion
  of debt                               49,357                         50
Comprehensive loss for the period
                                   -----------    ----------    ---------    -----------
BALANCE, DECEMBER 31, 2001          14,441,575            --    $  14,442             --
                                   ===========    ==========    =========    ===========


                                    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 in-kind contribution       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
Reg S warrants exercised                837,165                                   837,500
Shares issued in conversion
  of debt                                98,668                                    98,718
Comprehensive loss for the period                               (1,753,931)    (1,753,931)
                                   ------------    --------    -----------    -----------
BALANCE, DECEMBER 31, 2001           14,283,490          --    $(9,041,478)   $ 5,256,454
                                   ============    ========    ===========    ===========

</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)

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                                                   Year             Year         Accumulated
                                                                   Ended            Ended         During the
                                                                December 31      December 31      Development
                                                                    2001             2000            Stage
                                                                -----------      -----------      -----------
<S>                                                             <C>              <C>              <C>
CASH PROVIDED BY (USED IN)

OPERATING ACTIVITIES
   Net loss for the period                                      $(1,750,942)     $  (923,908)     $(9,068,127)

   Adjustments to reconcile net loss
   To net cash provided by (used for) operating activities:
     Depreciation and amortization                                   74,300           47,709          246,186
     Loss on impairment or disposal of obsolete equipment           612,172               --          814,154
     Stock issued for in-kind investment                                 --               --        3,252,600
     Interest and fees paid with stock                                   --               --          330,058
     Accounts receivable                                            106,785          (52,657)        (109,723)
     Inventories                                                   (119,629)         (54,897)        (176,772)
     Prepaid expense                                                 (5,495)            (747)         (14,477)
     Accounts payable and accrued liabilities                      (261,607)          50,137          181,735
     TrucTech payables/accruals paid with NuPro stock                    --               --          370,348
     Accrued management fees and salaries                           (60,254)         (95,000)         233,960
                                                                -----------      -----------      -----------
                                                                 (1,404,670)      (1,029,363)      (3,940,058)
                                                                -----------      -----------      -----------
INVESTING ACTIVITIES
   Purchase of capital assets                                      (570,835)      (2,002,086)      (5,192,733)
   Deposits                                                          (1,454)          (1,540)          (9,809)
                                                                -----------      -----------      -----------
                                                                   (572,289)      (2,003,626)      (5,202,542)
                                                                -----------      -----------      -----------
FINANCING ACTIVITIES
   Notes payable                                                     46,262         (106,517)          52,089
   Increase in (repayment of) other long-term liabilities           (69,112)         (51,198)         223,066
   Repayment of advances from NuPro                                      --               --          204,508
   Advances from (repayments to) shareholders                            --               --           34,229
   Increase in convertible debentures                                    --               --        1,050,000
   Foreign currency translation adjustment                           (2,989)          38,220           26,649
   Common stock subscribed and paid, net of costs                   837,500        2,119,776        9,211,835
                                                                -----------      -----------      -----------
                                                                    811,661        2,000,281      10,802,3763
                                                                -----------      -----------      -----------

INCREASE (DECREASE) IN CASH FOR THE PERIOD                       (1,165,298)      (1,032,708)       1,659,776

CASH, BEGINNING OF PERIOD                                         2,825,074        3,857,782               --
                                                                -----------      -----------      -----------

CASH, END OF PERIOD                                             $ 1,659,776      $ 2,825,074      $ 1,659,776
                                                                ===========      ===========      ===========
</TABLE>

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND DECEMBER 31, 2000

THE  FOLLOWING  NOTES  REFLECT THE STATUS OF THE COMPANY AS OF DECEMBER 31, 2001
AND 2000.  SIGNIFICANT  SUBSEQUENT  EVENTS HAVE TAKEN PLACE SINCE THE  YEAR-END.
REFER TO NOTE 14 FOR ADDITIONAL INFORMATION.

1.   BASIS OF FINANCIAL STATEMENT PRESENTATION

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

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

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

     The financial statements 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 completed  construction  of two  production  facilities in Guaymas,
          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.

     (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:

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND DECEMBER 31, 2000

                 Building                                          3%
                 Plant Equipment                                  14%
                 Production Tooling                      $10 per unit
                 Automotive Equipment                             20%
                 Office Equipment                         20% and 33%

          Management  periodically  assesses  its ability to recover the cost of
          its long-lived  assets in accordance  with the provisions of SFAS 144.
          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 December 31, 2001.

     (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, 2001,  cash included three  certificates of deposit
          totaling  approximately  $1,624,000 with maturities ranging from 30 to
          90 days,  bearing  interest at approximately 1 - 2 %. 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   approximate   market  rates  giving   consideration  to  their
          respective risks.

     (g)  Inventory
          Inventory  is recorded at the lower of cost or fair market  value on a
          first in, first out basis.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND DECEMBER 31, 2000

     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.

     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 Mr.
     Veselinovic or  achievement of at least 50% of the forecasted  sales in the
     business  plan and annual sales  increase of at least 10%.  See  subsequent
     events note 14 regarding the death of Mr. Veselinovic.

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:

                                                       December 31  December 31
                                                          2001         2000
                                                         -------      -------
     1997 sale of inventory of TracTop Components        $    --      $78,051
     Miscellaneous charges paid on behalf of TopTrac          --       12,138
                                                         -------      -------
                                                         $    --      $90,189
                                                         =======      =======

     Management has determined that the receivable will not be collected and has
     written off the entire amount as of December 31, 2001.

5.   PROPERTY AND EQUIPMENT

                                              December 31    December 31
                                                 2001           2000
                                              ----------     ----------
     Land                                     $  251,760     $  251,760
     Buildings                                 2,768,433      2,630,756
     Plant Equipment                             823,196        574,134
     Laboratory Equipment                        399,807        300,957
     Production Tooling                          258,607        258,607
     Automotive Equipment                        141,396        105,371
     Office Equipment                            199,615        186,885
                                              ----------     ----------
                                               4,842,814      4,308,470
       Less: Impairment reserve -
            TracTop equipment and Reactor        521,983             --
       Accumulated Depreciation                  190,167        152,358
                                              ----------     ----------

     Net book value                           $4,130,664     $4,156,112
                                              ==========     ==========

     The TracTop related  equipment of $375,321  (fully  impaired) is located at
     the  TopTrac,  S.A. de C.V.  plant in Guaymas,  Mexico.  Under terms of the
     lease,  equipment and  inventory is subject to  possession  and sale by the
     landlord to satisfy lease delinquencies, if any.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND DECEMBER 31, 2000

     NuPro (fka  TrucTech)  and its Mexican  Subsidiary  were both involved with
     construction  projects commencing in 1999. 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 $1,455,000,  including
     land. The company acted as its own general  contractor and engaged  various
     subcontractors to construct the project.

     NuPro Innovation Mexico S.A. de C.V. constructed two production  facilities
     in Guaymas,  Mexico,  totaling approximately 32,000 square feet for a total
     cost of  $1,565,000,  including  land. An affiliate of NuPro (fka TrucTech)
     director,  Ernesto  Zaragoza,  acted as the general  contractor and engaged
     various subcontractors to construct the project.

     In addition to the direct costs of construction, an additional $526,000 has
     been expended during 2000 and 2001 to furnish and equip the Tucson facility
     and  $782,000  to  furnish  and equip the  Guaymas  facilities.  During the
     construction period,  $173,000 of interest was capitalized.  As of December
     31, 2001,  total tangible assets located in Mexico,  net of impairments are
     $2,368,000.

     SUSPENSION OF TRUCTECH  ACTIVITIES - Management  has decided to discontinue
     development  of the TracTop  oducts  Accordingly,  1) the  development  and
     manufacture of the telescoping  pickup truck cover and other prospective pr
     to in referred to in Note 1, has been suspended,  2) the account receivable
     (approximately  $90,000) from TopTrac  referredto the Note 4 has been fully
     reserved and 3) as disclosed in Note 5, production equipment (approximately
     $375,000)  related  manufacture  of the  product  has been  reserved  as an
     impairment loss.

     REACTOR - In 2001,  the Company  acquired a reactor  heating system for the
     purpose of compounding raw materials for the NuPro  material.  On March 27,
     2002,  the Company was advised by the  manufacturer  that the reactor would
     present a hazard if operated with certain component materials,  creating an
     existing,  but previously  undiagnosed  impairment as of December 31, 2001.
     Consequently,  the management  has fully  impaired the cost  (approximately
     $147,000) of the equipment related to this system.

     See Subsequent Events Note 14 which further discusses the impairment of the
     Mexico assets.

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 Company
     borrowed $52,000 in December 2001, which was repaid in January of 2002. The
     line is reviewed for renewal annually.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND DECEMBER 31, 2000


7.   LONG-TERM LIABILITIES

<TABLE>
<CAPTION>
                                                                                 December 31   December 31
                                                                                     2001          2000
                                                                                     ----          ----
<S>                                                                              <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.                                                        $ 37,216        $ 77,940


     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%. The Suburban was capitalized
     at $36,021 in 1999.                                                                   --          28,391

     Related Party Loan:
     Loan from a shareholder  of the Company,  interest at 12%, with no specific
     terms of repayment or maturity dates. Unsecured.  Converted to common stock
     in 2001.                                                                              --          98,715
                                                                                      -------       ---------
                                                                                       37,216         205,046

     Less: Current portion of principal (See Note 14)                                  37,216          50,718
                                                                                      -------       ---------
     Long-term debt                                                                   $    --       $ 154,328
                                                                                      =======       =========
</TABLE>

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
          14,441,575 shares of common stock issued by transfer agent.

     (c)  Share Purchase Options

          Options to purchase 160,000 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
               Other options          85,000       $1.00     December 31, 2002

     Options for 50,000 shares total,  were  rescinded  during 2000,  due to the
     resignation of two directors. Options granted to the advisory committee for
     90,000 shares expired during 2000 without being exercised.  No options were
     exercised during the periods presented.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND DECEMBER 31, 2000

     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  December  31,  2001,
     $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. All debentures  were converted by December 31,
     2000.

     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 (at $2.50) were  subscribed  and paid during  2000.  During
     2001,  previously  subscribed  warrants for 325,000  shares (at $2.50) were
     paid. Warrants for 260,000 shares expired without exercise.

     SHARES ISSUED FOR IN-KIND INVESTMENT

     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 (in-kind investment). 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  have 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 $3,169,000.  The
     potential  benefit  ($1,268,000)  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  have not been  determined but could be  substantial.
     Accordingly, the valuation allowance equals the deferred tax asset.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND DECEMBER 31, 2000

11.  COMMITMENTS AND CONTINGENCIES

     NuPro (fka  TrucTech)  had entered  into a lease  commitment  of $1,015 per
     month for lease of the Guaymas TracTop factory through October 31, 2002. It
     had 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 were payable to a shareholder/director. On May 1, 2001,
     these leases were combined into a written  monthly lease for $3,621 through
     April 30, 2006. Amounts payable under this lease commitment are $43,452 per
     year through 2005 and $14,484 in 2006.

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

     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
     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.
     Krida was paid $50,000 during 2001.

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 year ended December 31, 2001:
          Rent of $47,301 was paid to a director for factory space and demo line
          in Guaymas, Mexico.

          Fees were  accrued to Krida in the amount of $150,000 and $204,500 was
          paid, including payment of prior accrued fees.

          Salary of $80,000 was paid to a member of management.

          Consulting fees of $21,250, which were accrued in 2000, were paid to a
          director. Director and advisory fees totaling $35,500 and $18,832 were
          paid to five directors and six advisors respectively.

          NuPro  Mexico  advanced  funds  totaling  $89,049  to  Inversiones  de
          Guaymas, and other affiliates of Ernesto Zaragoza who is a director of
          NuPro (fka TrucTech), for facility construction.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND DECEMBER 31, 2000


     During the year ended December 31, 2000:

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

          Fees were  accrued to Krida and Fitchett in the amount of $162,000 and
          $245,000 was paid, including payment of prior accrued fees.

          Salary of $80,000 was paid to a member of management.

          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.

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.

14. SUBSEQUENT EVENTS

     RELATED PARTY  TRANSACTION - During January 2002, the Veselinovics paid off
     the note payable to the  Montgomery  County  Bank,  disclosed in Note 7, to
     discharge  their personal  guarantee of the note.  The bank  obligation was
     replaced with a substitute  note, with the same  principle,  interest rate,
     and payment amount.

     DEATH OF MR.  VESELINOVIC  - On January  30,  2002,  Mr.  Veselinovic,  the
     President and Chief Executive Officer, passed away. Subsequently, the Board
     of Directors  unanimously  appointed Elke  Veselinovic,  then current Chief
     Financial  Officer  and  director,  to the offices of  President  and Chief
     Executive  Officer.  The Board also named Charles Green, a current director
     and member of the Audit Committee, to the office of Chief Financial Officer
     and Reiner  Becker,  a current  director,  to the office to Chairman of the
     Board.

     RESIGNATION OF ELKE VESELINOVIC - Shortly thereafter, on February 16, 2002,
     Elke  Veselinovic  submitted  her  resignation  to her  recently  appointed
     positions and the Board of Directors  unanimously  approved the appointment
     of  Reiner  Becker,  current  Chairman  of the  Board,  to the  offices  of
     President and Chief Executive Officer.

     TECHNOLOGY RIGHTS - Immediately after the death of Mr. Veselinovic, certain
     documents  related  to  the  formulation  of the  NuPro  material  and  its
     ownership  rights  were  removed  from the  premises  of the  Company.  The
     representatives  of Krida (the  owner of the  technology  according  to the
     Technology   License  Agreement)  have  not  been  forthcoming  with  these
     documents.  As a result,  new  management  is  reassessing  the  continuing
     contractual  obligations,  if any,  resulting from the  Technology  License
     Agreement and proceeding with the development of a formulated material with
     similar  properties to the unpatented  NuPro material.  The Company has not
     previously  capitalized  incurred costs  associated  with these  technology
     rights.   Accordingly,  if  this  matter  is  not  favorably  resolved,  an
     impairment loss, if any, will not be recognized.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND DECEMBER 31, 2000


     RELOCATION  OF  PRODUCTION  FACILITIES  - New  management  has  decided  to
     restructure  the focus of  operations  in Mexico.  In addition to the asset
     impairments  recorded as of December  31,  2001,  as  disclosed  in Note 5,
     management  has  decided  to close the  production  facilities  located  in
     Guaymas, Mexico and sell the related assets.  Management estimates that the
     sale of these assets could  result in an  additional  2002 loss of $500,000
     and the incurrence of closure related costs of approximately $50,000. It is
     also  management's  estimate that  carrying  costs to preserve the property
     until it is sold will approximate $2,000 per month.  Management has not yet
     developed an estimate of the  recoverability  of costs  associated with the
     purchase  and  construction  of  the  plant  facilities  which  approximate
     $1,455,000  but  believes  these  costs to be less than the net  realizable
     value.  In addition,  management  has not yet  developed an estimate of the
     costs  associated  with  terminating  the lease for the  adjoining  TopTrac
     facility owned by Mr. Zaragoza.

15.  GOING CONCERN ISSUES

     Pursuant to its plans to restructure the focus of operations in Mexico, new
     management  is  actively  pursuing   negotiations  with  several  potential
     independent  contractors or joint venturers along the Arizona-Mexico border
     to perform some of the manufacturing phases of the plan of operations. They
     are hopeful the  restructuring  would allow them the opportunity to improve
     the capital resources and financial condition by providing additional funds
     with respect to the rent or sale of the  subsidiary  NuPro de Mexico's real
     estate holdings, the sale of other assets,  termination of some contractual
     obligations,  and the  savings  in  transportation  costs and  general  and
     administrative  expenses.  If they are not able to convert such assets into
     cash or if the amount  obtained in connection  with such  conversion is not
     sufficient to satisfy the cash  requirements  for the next 12 months,  they
     may attempt to raise additional funds through an offering of securities.

     New  management  cannot  provide any  assurances  that they will be able to
     secure  sufficient  funds to satisfy the cash  requirements for the next 12
     months,   through  a  combination  of  funding  of  development   costs  by
     prospective  customers for their respective product  applications,  revenue
     from sales, liquidation of assets, or capital raising activities through an
     offering of securities.  The inability to secure  additional  funds through
     any or all of the  discussed  alternatives  would have a  material  adverse
     effect on the business,  financial  condition,  and results of  operations.
     These financial statements are presented on the basis that the company will
     continue  as  a  going  concern.   Other  than  the  previously   disclosed
     impairments, no adjustments have been made to these financial statements to
     give effect to valuation adjustments that may be necessary in the event the
     company is not able to  continue  as a going  concern.  The effect of those
     adjustments, if any, could be substantial.

                                      F-15