<PAGE>
                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

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

     For the fiscal year ended December 31, 2004

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

     For the transition period from ___________ to ___________

                         Commission file number: 0-50731

                                   NUTEK OIL, INC.
                  --------------------------------------------
                 (Name of small business issuer in its charter)

        Nevada                                               74-2949620
------------------------                                   --------------
(State or other jurisdiction of                            (IRS Employer
incorporation  or  organization)                         Identification No.)

   6330 McLeod Drive, Suite 1, Las Vegas, NV                   89120
-----------------------------------------------              ---------
    (Address of principal executive offices)                 (Zip Code)

                            702-262-2061 (Telephone)
                            702-262-0033 (Fax)
                             ----------------------
                           (Issuer's telephone number)

Securities registered under Section 12(b) of the Exchange Act: None

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

                          Common Stock, par value $.001
                          -----------------------------
                                (Title of class)

      Check  whether  the  issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the 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 contained herein, 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. [X]

     The issuer had revenues of $195,786 for the fiscal year ended December 31,
2004.


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      Based on the average  of the closing bid and asked prices of the issuer's
common stock on December 31,  2004,  the  aggregate  market value of the voting
stock held by non-affiliates of the registrant on that date was $714,142.

     As of March 30, 2005, the issuer had 3,106,918 shares of common stock
outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

The Company's report on Form 8-K dated November 3, 2004 - Part III, Item 9
The Company's report on Form 8-K/A dated June 23, 2004 - Part II, Item 8
The Company's report on Form 8-K dated June 21, 2004 - Part II, Item 8

     Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]







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                               TABLE OF CONTENTS

                                                                       Page No.

                                     PART I

Item 1.       Description of Business....................................     6

Item 2.       Description of Properties..................................    16

Item 3.       Legal Proceedings..........................................    21

Item 4.       Submission of Matters to a Vote of Security Holders........    21

                                     PART II

Item 5.       Market for Common Equity and Related Stockholder Matters ..    22

Item 6.       Management's Discussion and Analysis of Financial
              Condition or Plan of Operation.............................    24

Item 7.       Financial Statements.......................................   F-1

Item 8.       Changes in and Disagreements with Accountants
              on Accounting and Financial Disclosure.....................    28

Item 8A.      Controls and Procedures....................................    28

Item 8B.      Other Information..........................................    28


                                    PART III

Item 9.       Directors and Executive Officers of the Registrant.........    29

Item 10.      Executive Compensation.....................................    32

Item 11.      Security Ownership of Certain Beneficial Owners
              and Management and Related Stockholder Matters.............    34

Item 12.      Certain Relationships and Related Transactions.............    34

Item 13.      Exhibits and Reports on Form 8-K...........................    36

Item 14.      Principal Accountant Fees and Services.....................    37

Signatures    ...........................................................    38





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                                     PART I

Forward-Looking Statements

     References in this annual report to "the Company," "we," "us" or "our" are
intended  to refer to Nutek Oil, Inc. This report contains  numerous  "forward-
looking statements"  that  involve  substantial risks and uncertainties.  These
include,  without  limitation,  statements  relating  to  future  drilling  and
completion of wells, well operations,  production,  prices, costs and expenses,
cash flow, investments, business strategies and other  plans  and objectives of
our  management  for  future  operations and activities and other such  matters
including, but not limited to:

-    Failure to obtain, or a decline in, oil production, or a decline in oil or
     gas   prices,
-    Incorporate estimates of required capital expenditures,
-    Increase in the cost of drilling, completion and oil production or other
     costs of production and operations,
-    An inability to meet growth projections, and
-    Other risk factors set forth under "Risk Factors" in this annual report.
     In addition, the words "believe", "may", "could", "when", "estimate",
     "continue", "anticipate", "intend", "expect", and similar expressions, as
     they relate to the Company, our business or our management, are intended
     to identify forward-looking statements.

     These statements are based on our beliefs and the assurances we made using
information currently available  to  us.  Because  these statements reflect our
current  views  concerning  future  events,  these  statements  involve  risks,
uncertainties and assumptions. Our actual results could  differ materially from
the results discussed in the forward-looking statements. Some,  but not all, of
the  factors  that  may  cause these differences include those discussed  below
under the section entitled "Risk Factors" in this annual report. You should not
place  undue reliance on these  forward-looking  statements.  You  should  also
remember  that these statements are made only as of the date of this report and
future events may cause them to be less likely to prove to be true.

Glossary of Terms

      CONDENSATE  refers  to hydrocarbons associated with natural gas which are
liquid under surface conditions but gaseous in a reservoir before extraction.

      DEPLETION is the reduction in petroleum reserves due to production.

      FORMATION is a reference  to  a  group of rocks of the same age extending
over a substantial area of a basin.

      HYDROCARBONS  is the general term for  oil,  gas,  condensate  and  other
petroleum products.

      PARTICIPATION  INTEREST   or  WORKING  INTEREST  is  an  equity  interest
(compared with a royalty interest)  in  an  oil  and  gas  property whereby the
participating  interest  holder  pays  its  proportionate percentage  share  of
development  and  operating costs and receives  the  equivalent  share  of  the
proceeds of hydrocarbon  sales  after  deduction  of royalties due on the gross
income.

      PROSPECT  is a potential hydrocarbon trap which  has  been  confirmed  by
geological  and  geophysical   studies  to  the  degree  that  drilling  of  an
exploration well is warranted.

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      PROVED RESERVES of crude oil,  natural  gas,  or  natural gas liquids are
estimated  quantities  that  geological and engineering data  demonstrate  with
reasonable certainty to be recoverable  in  future  years from known reservoirs
under existing economic and operating conditions, i.e.,  prices and costs as of
the  date  the estimate is made.  Prices include consideration  of  changes  in
existing  prices   provided  only  by  contractual  arrangements,  but  not  on
escalations based upon future conditions.

      Reservoirs are  considered  proved if economic producibility is supported
by either actual production or conclusive  formation  tests or if core analysis
and/or log interpretation demonstrates economic producibility  with  reasonable
certainty.   The   area   of  a  reservoir  considered proved includes (1) that
portion delineated by drilling and defined by  fluid  contacts, if any, and (2)
the  immediately  adjoining  portions not yet drilled that  can  be  reasonably
judged as economically productive  on  the  basis  of  available geological and
engineering data. In the absence of data on fluid contacts,  the  lowest  known
structural  occurrence  of  hydrocarbons controls the lower proved limit of the
reservoir.  Proved reserves are  estimates of hydrocarbons to be recovered from
a given data forward. They are expected  to  be  revised  as  hydrocarbons  are
produced and additional data become available.

      Reserves  that  can  produced  economically  through  the  application of
established   improved   recovery   techniques   are  included  in  the  proved
classification when these qualifications are met:  (1)  successful testing by a
pilot  project,  or  the operation of an installed program in  that  reservoir,
provides support for the  engineering  analysis on which the project or program
was based, and (2) it is reasonably certain the project will proceed. Estimates
of  proved  reserves do not include the following:  (1)  oil  that  may  become
available from  known  reservoirs  but  is  classified  separately as indicated
additional reserves; (2) crude oil, natural gas, and natural  gas  liquids, the
recovery of which is subject to reasonable doubt because of uncertainty  as  to
geology, reservoir characteristics, or economic factors; (3) crude oil, natural
gas,  and  natural  gas liquids, that may occur in undrilled prospects; and (4)
crude oil, natural gas, and natural gas liquids, that may be recovered from oil
shales, coal, gilsonite  and  other  such  sources. PROVED DEVELOPED RESERVES A
subcategory of proved reserves. They are those reserves that can be expected to
be  recovered  through  existing wells with existing  equipment  and  operating
methods. Additional oil and  gas expected to be obtained through application of
fluid injection or other improved  recovery  techniques  for  supplementing the
natural forces and mechanisms of primary recovery are considered developed only
after testing by a pilot project or after the operation of an installed program
has  confirmed  through  production  response that increased recovery  will  be
achieved.

      PROVED UNDEVELOPED RESERVES is a subcategory of proved reserves. They are
reserves that are expected to be recovered from new wells on undrilled acreage,
or from existing wells where a relatively  major  expenditure  is  required for
recompletion. Reserves on undrilled acreage are limited to those drilling units
offsetting  productive  units  that  are reasonably certain of production  when
drilled. Proved reserves for other undrilled  units  are  claimed only where it
can be demonstrated with certainty that there is continuity  of production from
the  existing  productive formation. Estimates for proved undeveloped  reserves
are not attributable to any acreage for which an application of fluid injection
or other improved  recovery  technique  is contemplated, unless such techniques
have  been  proved effective by actual tests  in  the  area  and  in  the  same
reservoir.

      RESERVOIR is a porous and permeable sedimentary rock formation containing
adequate pore space in the rock to provide storage space for oil, gas or water.


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      TRAP is  a geological structure in which hydrocarbons build up to form an
oil or gas field.

ITEM 1.  DESCRIPTION OF BUSINESS.

(a)Business Development

Historical Corporate Development

      NUTEK OIL INC, (the Company) was incorporated under the laws of the State
of Texas on December  3,  1998 and was not operational until February 22, 2000.
At inception the Company's  Articles  of  Incorporation  Authorized  50,000,000
Common  Shares  at $.001 Par Value and 5,000,000 preferred shares at $.001  Par
Value.

      On February  22, 2000, Nutek Oil, Inc., issued to Nutek, Inc. (the parent
company) 4,500,000 unregistered  shares of its $.001 par value common stock for
selected assets, at their fair market  value  of  $1,279,896.   Nutek, Inc. had
acquired these selected assets from the Clipper Operating Company.

      On  or  about  May 10, 2001, the domicile of the Corporation was  changed
from Texas to Nevada and was incorporated in the State of Nevada on that date.

      On August 1, 2001  a  dividend  of  approximately  509,604  shares of the
common  stock  of  Nutek  Oil,  Inc.,  was distributed pro rata to Nutek  Inc.,
shareholders on the basis of a ratio of  one  (1)  share  of Nutek Oil, Inc for
each one hundred (100) issued and outstanding shares of Nutek, Inc. held.

      On September 17, 2002, the Company began trading its Common Shares on the
Pink Sheets Electronic Quotation Service, under the symbol NUTO.

      On January 8, 2004 the parent Company distributed a further  dividend  of
shares  of  the  common  stock  of  Nutek  Oil,  Inc.   This  distribution  was
distributed pro rata to Nutek Inc., shareholders on the basis of a ratio of one
(1)  share of Nutek Oil, Inc for each five hundred (500) issued and outstanding
shares of Nutek, Inc. held.

      The  dividend  was  in  the  form  of a dividend certificate representing
restricted common stock, and was distributed to the parent Company's beneficial
stockholders of record as of the record date, which was January 8, 2004.

   (b) Business of Issuer

   The Company.

      Nutek Oil, Inc., was formed for the  purpose of development and operation
of oil and gas properties with proven reserves.  The  Company's  strategy is to
focus  in  domestic  areas  where  major  oil and gas producing companies  have
reduced their exploration efforts to move offshore  and  overseas  in search of
the  larger  reserves.  Nutek  Oil's  initial development strategy has been  to
acquire  such  proven  fields  and  attempt  to  increase  production  and  the
exploration of other proven formations in the same fields.

      However, marginal wells frequently  have production costs that are higher
than the revenue from hydrocarbons produced which would have a material adverse
affect on earnings.  See Item 1 (c) Risk Factors  Relating  to the Oil Industry
and Our Business.


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      Nutek  Oil's primary operational strategy includes the operation  of  its
own projects, giving it substantial control over drilling and production costs.
The Company has  associated  itself with Mr. Pete Maupin and Mr. Conrad Humbke,
two experienced exploration and  development  engineering and geology personnel
with a combined knowledge of over 50 years in the  oil  industry  to  advise on
methods of adding production at lower costs through development drilling, work-
overs, behind pipe re-completions and secondary recovery operations.

General Discussion of Operations

      From  inception  in 1998, the company had no operations until it acquired
its interests in producing  oil  wells  in  2000. No additional wells have been
acquired since then and the Company has a very  limited  operating history with
comparatively limited assets and cash resources.

      The  Company  currently  has  no  full time employees and  contracts  the
services of consultants in the various areas  of  expertise  as  required.  Two
employees  Mr.  Conradie  and  Mr.  Griffith,  who are officers of the Company,
currently  devote  no more than 25% of their time  to  the  operations  of  the
Company.  The third  part  time  employee,  Mr. Cummings, our Vice President of
Operations devotes no more than 50% of his time to the operations of the of the
Company.

The way in which the business currently operates is as follows:

      Most  of  the  engineering  and geology for  the  Company's  projects  is
performed by consulting firms, while  the  actual  drilling,  rework  and other
field  operations  are performed on a project basis by contractors who bid  for
the work.  This is the most cost-effective manner of operation, as the range of
expertise and services required varies by project and time duration.

       Nutek Oil employs,  a  pumping and field-work service operator, Smitty's
Pumping, located in Devine, Texas  to  manage  the day to day field operations.
This includes oil lease repairs to electrics, maintaining  the operation of the
wells, providing production reports to the Company and communicating  with  the
oil haulers to collect production when necessary.

      The  Company's  Vice  President  of  Operations, David Cummings, provides
accounting and disbursement reports on all of  the leases and other royalty and
working interest percentages of each of the company's  projects  as  well as to
prepare  oil  and  gas  production revenue disbursements which are sent to  the
Corporate Office for verification  and  evaluation.  Mr. Cummings also prepares
and submits all the necessary documentation and reports  to the Texas Rail Road
Commission to keep the Company in compliance.

      Mr. Pete Maupin and Mr. Conrad Humbke, are available to advise on methods
of  adding production at lower costs through development drilling,  work-overs,
behind pipe re-completions and secondary recovery operations.  Additionally, if
required,  Mr.  Maupin is available to supervise well work-overs, drilling, re-
entry operations, supervise any lease work.  Both Mr. Maupin and Mr. Humbke are
also available to evaluate potential oil opportunities.

      The amount  of  time devoted to the Company currently by employees is due
to the limited operations  and  resources of the company.  However, the Company
feels the time devoted to operations is enough to cover the current operational
requirements.

The company's website address is http://www.nutekoil.com
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   (c) Risk Factors Relating to the Oil Industry and Our Business.

1.   The  Company  must increase its  oil  production  revenue  or  this  could
adversely affect the Company's oil operations.

      The Company's long term success is ultimately dependent on its ability to
expand its revenue base  through  the  acquisition and development of producing
properties.  The  Company  has  made  significant   investments   in  producing
properties in Texas. The acquisitions are not indicative of future success.

      All of the producing projects are subject to the risk of failure  and the
loss  of  the  Company's  investment.   In the event the Company is not able to
increase the revenues from its properties, or unable to continue to produce oil
from its properties, the leases could fall  into  default  and the Company lose
its rights to those leases.

2. Prices of oil fluctuate widely based on market conditions  and  any extended
decline in oil prices may adversely affect our business, financial condition or
results   of  operation  and  our  ability  to  meet  our  capital  expenditure
obligations and financial commitments.

      The Company's  revenues,  operating results, cash flow and future rate of
growth are very dependent upon prevailing  prices  for  oil.  Historically, oil
markets have been volatile and not predictable, and they are likely to continue
to  be  volatile  in  the  future. The price we receive for our oil  production
heavily influences our revenue,  profitability,  access  to  capital and future
rate of growth. Lower oil prices may not only decrease our revenues  on  a  per
unit  basis  but  also  may  reduce  the  amount  of  oil  that  we can produce
economically.  A substantial or extended decline in oil or natural  gas  prices
may materially and  adversely  affect our future business, financial condition,
results  of  operations,  liquidity  or  ability  to  finance  planned  capital
expenditures. Prices for oil  are  subject  to wide fluctuations in response to
relatively  minor  changes  in  the  supply  of  and  demand  for  oil,  market
uncertainty and a variety of additional factors that  are  beyond  our control,
including:

      - political conditions in the oil producing and exporting countries;
      - the supply and price of foreign oil;
      - the level of consumer product demand;
      - the price and availability of alternative fuels;
      - the effect of federal and state regulation of production and
        transportation; and
      - the proximity of the Company's wells to pipelines and their capacity.

3.   Unless  we  replace  our  oil  reserves, our reserves and production  will
decline, which would adversely affect our cash flows and income.

      The following leases contain proved developed oil reserves:  Ann Burns A,
Jane Burns B, Jane Burns, G. Davidson,  Foster,  Talley,  and  E.  Wright.  The
following  leases  have not been attributed with proved developed reserves: Ann
Burns, Jane Burns C,  Jane Burns D, Jane Burns E, Jane Burns F, Crowther, Hill,
Rizik, Shell C, Smith et  al,  Tomblin, and Wright.  Successful development and
production  of  those  reserves  cannot  be  assured.  Additional  drilling  or
workovers will be necessary in future  years both to maintain production levels
and to define the extent and recoverability of existing reserves. The Company's
present oil wells may not continue to produce  at  current or anticipated rates
of production, development drilling may not be successful,  production  of  oil
may  not  commence  when  expected,  there  may  be unfavorable markets for oil
produced in the future or that prior

                                       8
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(cont)

production rates cannot be maintained. If the Company  is  unable to develop or
produce reserves for continued production at current rates,  the  Company would
become unprofitable or cease business.

4.   Drilling  for  and  producing  oil  is  a  high  risk  activity  with many
uncertainties that could adversely affect our business, financial condition  or
results of operations.

      Our  future  success  will  depend  on  the  success of our exploitation,
exploration, development and production activities.  Our  oil  exploration  and
production  activities  are  subject  to  numerous  risks  beyond  our control,
including  the  risk  that drilling will not result in commercially viable  oil
production. Our decisions  to  purchase,  explore, develop or otherwise exploit
prospects or properties will depend in part  on the evaluation of data obtained
through geophysical and geological analyses, production  data  and  engineering
studies,  the  results  of  which  are often inconclusive or subject to varying
interpretations. Our cost of drilling,  completing and operating wells is often
uncertain  before drilling commences. Overruns  in  budgeted  expenditures  are
common risks  that  can  make  a  particular  project uneconomical. The cost of
drilling,  completing  and  operating  wells  is  often  uncertain.   Moreover,
drilling may be curtailed, delayed or canceled as a  result  of  many  factors,
including  title  problems,  weather  conditions,  shortages  of,  or delays in
delivery of equipment, as well as the financial instability of well  operators,
major working interest owners and well servicing companies. The Company's wells
may  be shut-in for lack of a market until a pipeline or gathering system  with
available capacity is extended into our area. Our oil wells may have production
curtailed until production facilities and delivery arrangements are acquired or
developed for them. The affect of one or more of the above factors could result
in the Company becoming unprofitable or ceasing business.

5. Competition  in  the oil industry is intense, which may adversely affect our
ability to compete.

      The oil industry  is highly competitive. The Company competes with others
for property acquisitions  and  for  opportunities to explore or to develop and
produce  oil. The Company faces strong  competition  from  many  companies  and
individuals  with  greater  capital,  financial  resources and larger technical
staffs. The Company also faces strong competition  in procuring services from a
limited pool of laborers, drilling service contractors  and  equipment vendors.
The  affect  of  one or more of the above factors could result in  the  Company
becoming unprofitable or ceasing business.

6.  The Company may  not  carry  sufficient  insurance,  which  could adversely
affect our business, financial condition and future operations.

      The  Company and well operators maintain general liability insurance  but
it may not cover  all  future claims. If a large claim is successfully asserted
against the Company, it  might  not  be  covered  by  insurance, or it might be
covered but cause the Company to pay much higher insurance  premiums or a large
deductible  or  co-payment. Furthermore, regardless of the outcome,  litigation
involving Company  operations  or  even  insurance companies disputing coverage
could divert management's attentions and energies  away  from  operations.  The
nature  of  the  oil  business  involves a variety of operating hazards such as
fires, explosions, cratering, blow-outs,  adverse weather conditions, pollution
and environmental risks, encountering formations  with abnormal pressures, and,
in horizontal wellbores, the increased risk of mechanical failure and collapsed
holes, the occurrence of any of which could result in substantial losses to the
Company.
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7.  Reserve  estimates  depend on many assumptions that  may  turn  out  to  be
inaccurate. Any material  inaccuracies in these reserve estimates or underlying
assumptions will materially  affect  the  quantities  and  present value of our
reserves.

   Estimating  Company  proved reserves involves many uncertainties,  including
factors beyond the Company's  control.  There  are  uncertainties  inherent  in
estimating quantities of proved oil reserves since petroleum engineering is not
an exact science. Estimates of commercially recoverable oil reserves and of the
future net cash flows from them are based upon a number of variable factors and
assumptions including:

   -  historical  production  from the properties compared with production from
      other producing properties;
   -  the effects of regulation by governmental agencies;
   -  future oil prices; and
   -  future operating costs, severance  and  excise  taxes, abandonment costs,
      development costs and workover and remedial costs.

8.  Governmental  regulation,  environmental  risks and taxes  could  adversely
affect the Company's oil operations in the state of Texas.

      The  Company's  oil  operations in Texas are  subject  to  regulation  by
federal and state governments,  including  environmental  laws.  To  date,  the
Company  has  not  had  to  expend  significant  resources  in order to satisfy
environmental  laws  and  regulations presently in effect. However,  compliance
costs under any new laws and  regulations that might be enacted could adversely
affect the Company's business and  increase  the  costs of planning, designing,
drilling,  installing,  operating  and  abandoning  the  Company's  oil  wells.
Additional  matters  that  are,  or  have been from time to  time,  subject  to
governmental  regulation  include  land tenure,  royalties,  production  rates,
spacing,  completion procedures, water  injections,  utilization,  the  maximum
price at which  products  could  be  sold,  energy  taxes  and the discharge of
materials into the environment.

      The  Registrant  is  subject  to  laws and regulations that  control  the
discharge of materials into the environment  require  removal  and  cleanup  in
certain  circumstances,  require  the  proper  handling  and  disposal of waste
materials  or  otherwise  relate  to  the  protection  of  the environment.  In
operating  and  owning petroleum interests, the Registrant may  be  liable  for
damages and the costs  of  removing  hydrocarbon  spills  for  which it is held
responsible. Laws relating to the protection of the environment  have  in  many
jurisdictions  become  more  stringent  in  recent  years  and  may, in certain
circumstances,  impose  strict liability, rendering the Registrant  liable  for
environmental damage without  regard  to negligence of fault on the part of the
Registrant. Such laws and regulations may  expose  the  Registrant to liability
for  the  conduct  of,  or  conditions  caused by, others or for  acts  of  the
Registrant that were in compliance with all  applicable  law  at  the time such
acts  were performed. The application of these requirements or the adoption  of
new requirements  could  have  a material adverse effect on the business of the
Registrant.

9.  Properties that we buy may not  produce  as projected, and we may be unable
to  identify liabilities associated with the properties  or  obtain  protection
from sellers against them.

      Our  business  strategy  includes  a  continuing acquisition program. The
successful acquisition of producing properties  requires  assessments  of  many
factors,  which  are  inherently  inexact  and may be inaccurate, including the
following:

                                      10
<PAGE>
(cont)

      -  the amount of recoverable reserves;
      -  future oil prices;
      -  estimates of operating costs;
      -  estimates of future development costs;
      -  estimates of the costs and timing of plugging and abandonment; and
      -  potential environmental and other liabilities.

      Our assessment will not reveal all existing  or  potential  problems, nor
will it permit us to become familiar enough with the properties to assess fully
their capabilities and deficiencies. In the course of our due diligence, we may
not  inspect  every  well,  platform  or  pipeline.  Inspections may not reveal
structural   and  environmental  problems,  such  as  pipeline   corrosion   or
groundwater contamination,  when  they  are  made. We may not be able to obtain
contractual indemnities from the seller for liabilities that it created. We may
be required to assume the risk of the physical  condition  of the properties in
addition to the risk that the properties may not perform in accordance with our
expectations.

10.  Indemnities  may be Unenforceable or Uncollectible which  could  adversely
affect our business, financial condition and future operations.

      The operating  agreements with participants in a property provide for the
indemnification of the  Registrant as operator. Such indemnification may not be
enforceable or a participant  may  not be financially able in all circumstances
to comply with its indemnification obligations,  or  the  Registrant may not be
able to obtain such indemnification agreements in the future.  The  failure  to
obtain  enforceable  indemnification agreements or a participant's inability to
indemnify the Registrant may cause the Registrant to assume all operating costs
of a property. Such a  result  could  adversely  affect our business, financial
condition and future operations which additionally,  could cause the Registrant
to become insolvent.

11. Our Stock is considered a "Penny Stock" which could  have an adverse effect
on the trading market for the Company's shares.

      The  Company's securities are classified as a "penny  stock"  based  upon
their market  price and the manner in which they are traded. The Securities and
Exchange Act of  1934 requires additional disclosure relating to the market for
"penny stocks." A  penny  stock  is generally defined to be any equity security
not listed on NASDAQ or a national  securities exchange that has a market price
of less than $5.00 per share, subject to certain exceptions.

Among these exceptions are shares issued by companies that have:

   - net tangible assets of at least  $2  million,  if  the  issuer has been in
     continuous operation for three years;
   -  net  tangible assets of at least $5 million, if the issuer  has  been  in
     continuous operation for less than three years; or
   - average  annual  revenue of at least $6 million for each of the last three
     years.

   The Company does not  currently  meet  the  requirements of these exceptions
and, therefore, the common shares are deemed penny  stocks  for purposes of the
Exchange  Act at any time while the Company's common stock trades  below  $5.00
per share. In such cases, trading in the Company's shares is regulated pursuant
to Rules 15-g-1  through  15-g-6  and  15-g-9  of the Exchange Act. Under these
rules, brokers or dealers recommending our shares  to  prospective buyers would
be required, unless an exemption is available, to:
                                      11
   <PAGE>
   (cont)

   -  deliver a lengthy disclosure statement in a form designated  by  the  SEC
     relating  to  the penny stock market to any potential buyers, and obtain a
     written acknowledgement from each buyer that such disclosure statement has
     been received by the buyer prior to any transaction involving our shares;

   -  provide detailed written disclosure to buyers of current price quotations
     for our shares, and of any sales commissions or other compensation payable
     to any broker or  dealer,  or  any  other  related person, involved in the
     transaction;

   - send monthly statements to buyers disclosing updated price information for
     any penny stocks held in their accounts, and these monthly statements must
     include specified information on the limited market for penny stocks.

      In  addition, as the Company is subject to the  penny  stock  rules,  all
brokers or  dealers  involved  in a transaction in which our shares are sold to
any buyer, other than an established  customer  or  "accredited investor," must
make  a  special written determination that the Company's  shares  would  be  a
suitable investment  for the buyer, and the brokers or dealers must receive the
buyer's written agreement  to  purchase  our  shares,  as  well  as the buyer's
written acknowledgement that the suitability determination made by  the  broker
or  dealer  accurately  reflects  the  buyer's  financial situation, investment
experience and investment objectives, prior to completing  any  transaction  in
our  shares.  These  Exchange Act rules may limit the ability or willingness of
brokers and other market  participants  to  make a market in our shares and may
limit the ability of our shareholders to sell  in the secondary market, through
brokers,  dealers  or  otherwise.   The  Company  also  understands  that  many
brokerage  firms  discourage  their customers from trading  in  shares  falling
within the "penny stock" definition  due to the added regulatory and disclosure
burdens imposed by these Exchange Act  rules.  The  SEC  from  time to time may
propose and implement even more stringent regulatory or disclosure requirements
on  shares  not  listed  on  NASDAQ  or on a national securities exchange.  The
adoption of the proposed changes that  may  be made in the future could have an
adverse effect on the trading market for the Company's shares.

12. Dilution could have an adverse affect on  the  ownership of the stockholder
in the Registrant.

      The Registrant may issue more common shares at  prices  determined by the
board  of  directors  in  any  private  placements  or offerings of securities,
possibly resulting in dilution of the value of common  shares, and, given there
is  no  preemptive right to purchase common shares, if a stockholder  does  not
purchase  additional  common  shares,  the  percentage  share  ownership of the
stockholder in the Registrant will be reduced.

13. Defeasance of Title could adversely affect the Company's oil operations.

      The  possibility  exists  that  title  to one or more properties  of  the
Registrant may be lost due to an omission in the claim of title. The Registrant
does not maintain title insurance. If title to  one or more properties is lost,
this  could  adversely  affect  our business, financial  condition  and  future
operations.

14. A Limited Operating History could  adversely affect our business, financial
condition and future operations.

      The Company first acquired its interests  in producing oil wells in 2000.
No  additional  wells  have  been acquired. Because of  the  limited  operating
history of the Company, stockholders  and  the  Company face a risk that future
acquisitions of

                                      12
<PAGE>
(cont)

oil wells or development may be unsuccessful.  The  Company  would  then remain
unprofitable which would adversely affect our business, financial condition and
future operations.

15.  Lack  of Management Experience in the Oil and Gas Industry could adversely
affect the company.

      Some members  of  Management and the Board of Directors do not have prior
experience in the oil industry.  Some members do have extensive work experience
in  geology,  land  acquisition,  leasing   properties   for  natural  resource
extraction (mining), and business management. The lack of experience in the oil
industry may impair Management and the Directors' ability  to evaluate and make
decisions involving current operations of the Company and any  future  projects
the  Company  may  undertake  in the oil industry. Such impairment and lack  of
experience could adversely affect  our business, financial condition and future
operations.

16. Amount of Time Officers Can Devote  to  Company  Operations  could  have  a
material adverse affect on the company.

      The  Company's  3  officers  Murray  N. Conradie, our President and Chief
Executive Officer, Jason F. Griffith, our Chief  Financial  Officer  and  David
Cummings  our  Vice President are all employed by other companies. Mr. Conradie
and Mr. Griffith,  currently  devote  approximately  25%  of  their time to the
operations  and  demands of the Company and Mr. Cummings devotes  approximately
50% of his time to  the  operations  of  the  company.  If  two  or more of the
officers  of  the  Company  could  not  perform the duties and responsibilities
necessary for the success and development of the Company, could have a material
adverse affect on our business, financial condition and both current and future
operations.

   Environmental and Government Compliance and Costs.

      All  oil  and  gas  operations  are subject  to  extensive  environmental
permitting and governmental regulation.  All drilling and rework operations are
subject  to inspection by local, state and  federal  regulators.  Violation  of
these requirements  or environmentally damaging spills or accidents due to non-
compliance in these areas can result in fines and, depending on the severity of
the negligence, criminal  prosecution.  The Company is not currently a party to
any  judicial  or  administrative  proceedings   which   involve  environmental
regulations or requirements and management believes that it  is  in substantial
compliance with all applicable environmental regulations.

GOVERNMENTAL REGULATION

       GENERAL.  The  Company is subject to federal, state and local  laws  and
regulations  governing environmental  quality  and  pollution  control.  It  is
anticipated that,  absent  the occurrence of an extraordinary event, compliance
with existing federal, state  and  local laws, rules and regulations concerning
the protection of the environment and  human  health  will  not have a material
effect upon the Company, capital expenditures, or earnings.  The Company cannot
predict what effect additional regulation or legislation, enforcement  policies
thereunder  and  claims  for damages for injuries to property, employees, other
persons  and the environment  resulting  from  the  Company's  operations.  The
Company's  operations related to the exploration, development and production of
oil and natural  gas are subject to stringent environmental regulation by state
and federal authorities  including the Environmental Protection Agency ("EPA").
This  regulation has increased  the  cost  of  planning,  designing,  drilling,
operating and in some

                                      13
<PAGE>
(cont)

instances,  abandoning  wells.  In  most instances, the regulatory requirements
relate to the handling and disposal of  drilling  and production waste products
and waste created by water and air pollution control  procedures.  Although the
Company believes that compliance with environmental regulations will not have a
material adverse effect on its operations or results of these operations, risks
of  substantial  costs  and liabilities are inherent in oil and gas operations,
and there can be no assurance that significant costs and liabilities, including
criminal penalties, will  not  be incurred. Moreover, it is possible that other
developments, including stricter environmental laws and regulations, and claims
for damages for injuries to property  or  persons  resulting  from  the company
activities could result in substantial costs and liabilities.

       EXPLORATION  AND  PRODUCTION.  The  Company's operations are subject  to
various  types  of regulation at the federal,  state  and  local  levels.  Such
regulation includes  requiring  permits  for the drilling of wells, maintaining
bonding requirements in order to drill or  operate  wells  and  regulating  the
location of wells, the method of drilling and casing wells, the surface use and
restoration  of  properties  upon  which  wells  are  drilled, the plugging and
abandoning of wells and the disposal of fluids used or  obtained  in connection
with   operations.   The  Company  is  also  subject  to  various  conservation
regulations. These include  the  regulation of the size of drilling and spacing
units and the density of wells which  may  be  drilled  and  the unitization or
pooling  of  oil  and  gas  properties.   In addition, state conservation  laws
establish  maximum  rates  of production from  oil  and  gas  wells,  generally
prohibit  the  venting  or flaring  of  gas  and  impose  certain  requirements
regarding the ratability  of  production. These regulations limit the amount of
oil and gas that can be produce  from wells and to limit the number of wells or
the locations at which wells can be drill.

      WASTE DISPOSAL. The Company currently owns or leases, and has in the past
owned or leased, numerous properties that for many years have been used for the
exploration and production of oil.  Although the Company has utilized operating
and  disposal  practices  that were standard  in  the  industry  at  the  time,
hydrocarbons or other wastes  may have been disposed of or released on or under
the properties owned or leased  by  the  Company or on or under other locations
where  these  wastes  have  been taken for disposal.  State  and  federal  laws
applicable to oil and natural  gas  wastes and properties have gradually become
stricter.  Under  these  laws, the Company  could  be  required  to  remove  or
remediate previously disposed  wastes (including wastes disposed of or released
by prior owners or operators) or  property contamination (including groundwater
contamination) or to perform remedial  plugging  operations  to  prevent future
contamination.  The  Company's  operations and activities may generate  wastes,
including  hazardous  wastes,  that   are   subject  to  the  federal  Resource
Conservation and Recovery Act ("RCRA") and comparable  state  statutes. The EPA
and  applicable  state agencies have limited the disposal options  for  certain
hazardous and nonhazardous  wastes and are considering the adoption of stricter
disposal standards for nonhazardous  wastes.  Furthermore,  certain wastes that
may  be  generated  by  the  oil and natural gas operations that are  currently
exempt from treatment as hazardous  wastes  may  in the future be designated as
hazardous wastes, and therefore be subject to considerably  more  rigorous  and
costly operating and disposal requirements.

       SUPERFUND.  The  Comprehensive  Environmental Response, Compensation and
Liability Act ("CERCLA"), also known as the "Superfund" law, imposes liability,
without regard to fault or the legality  of  the  original  conduct, on certain
classes of persons with respect to the release of a "hazardous  substance" into
the  environment.  These  persons  include  the owner and operator of  a  site,
persons  that  disposed  of  or  arranged for the  disposal  of  the  hazardous
substances found at a

                                      14
<PAGE>
(cont)

site, and prior owners and operators  of  the  site. CERCLA also authorizes the
EPA and, in some cases, third parties to take actions in response to threats to
the public health or the environment and to seek  to  recover  from responsible
classes  of persons the costs of such action. In the course of operations,  the
Company's  operations  and  activities  may  generate  wastes  that fall within
CERCLA's  definition of "hazardous substances." The Company may be  responsible
under CERCLA  for  all  or  part  of  the costs to clean up sites at which such
wastes have been released. To date, however,  neither  the  Company nor, to its
knowledge,  its  predecessors  have been named a potentially responsible  party
under CERCLA or similar state Superfund  laws affecting the Leases on which the
Company's wells are located.

      AIR EMISSIONS. The Company's operations  and  activities  are  subject to
local,  state  and  federal  regulations  for  the  control of emissions of air
pollution. Legal and regulatory requirements in this  area  are increasing, and
there can be no assurance that significant costs and liabilities  will  not  be
incurred  in  the  future  as  a  result  of  new  regulatory  developments. In
particular, regulations promulgated under the Clean

      Air Act Amendments of 1990 may impose additional compliance  requirements
that  could  affect  the  operations.  However,  it is currently impossible  to
predict accurately the effect, if any, of the Clean  Air  Act Amendments on the
Company's  operations  and  activities.  The Company may in the  future  become
subject to civil or administrative enforcement  actions  for  failure to comply
strictly  with  air  regulations  or  permits.  These  enforcement actions  are
generally  resolved  by  payment  of  monetary  fines  and  correction  of  any
identified deficiencies. Alternatively, regulatory agencies could  require  the
Company to forego construction or operation of certain air emission sources.

      OSHA.  In  the  conduct  of its activities the Company and its operations
will be subject to the requirements  of  the  federal  Occupational  Safety and
Health   Act   ("OSHA")   and   comparable  state  statutes.  The  OSHA  hazard
communication standard, the EPA community right-to-know regulations under Title
III of the federal Superfund Amendment  and  Reauthorization  Act  and  similar
state  statutes  require  us  to organize information about hazardous materials
used, released or produced in its  operations. Certain of this information must
be provided to employees, state and  local  governmental  authorities and local
citizens.  The  Company is also subject to the requirements and  reporting  set
forth in OSHA workplace standards.

      OPA AND CLEAN  WATER  ACT.  Federal regulations require certain owners or
operators of facilities that store  or  otherwise  handle  oil  to  prepare and
implement  spill  prevention control plans, countermeasure plans and facilities
response plans relating  to  the possible discharge of oil into surface waters.
The Oil Pollution Act of 1990  ("OPA") amends certain provisions of the federal
Water Pollution Control Act of 1972,  commonly  referred  to as the Clean Water
Act  ("CWA"),  and  other  statutes  as they pertain to the prevention  of  and
response  to oil spills into navigable  waters.  The  OPA  subjects  owners  of
facilities  to  strict  joint  and  several  liability  for all containment and
cleanup  costs and certain other damages arising from a spill,  including,  but
not limited  to, the costs of responding to a release of oil to surface waters.
The  CWA  provides  penalties  for  any  discharges  of  petroleum  product  in
reportable  quantities  and  imposes  substantial  liability  for  the costs of
removing  a  spill. State laws for the control of water pollution also  provide
varying civil and criminal penalties and liabilities in the case of releases of
petroleum  or  its   derivatives  into  surface  waters  or  into  the  ground.
Regulations are currently  being  developed under OPA and state laws concerning
oil  pollution  prevention  and  other   matters  that  may  impose  additional
regulatory burdens on the Company.

                                      15
<PAGE>

      SAFE DRINKING WATER ACT. The Company's  operations and activities involve
the disposal of produced saltwater and other nonhazardous  oilfield  wastes  by
reinjection  into  the  subsurface. Under the Safe Drinking Water Act ("SDWA"),
oil  and  gas operators, like  the  Company,  must  obtain  a  permit  for  the
construction  and operation of underground Class II injection wells. To protect
against contamination  of  drinking  water, periodic mechanical integrity tests
are often required to be performed by the well operator.

      TOXIC SUBSTANCES CONTROL ACT. The  Toxic  Substances Control Act ("TSCA")
was enacted to control the adverse effects of newly  manufactured  and existing
chemical  substances.  Under  the  TSCA, the EPA has issued specific rules  and
regulations governing the use, labeling,  maintenance, removal from service and
disposal of PCB items, including transformers  and  capacitors  used by oil and
gas companies. The Company believes it is in compliance with the  TSCA and that
the  TSCA  will  not have a material adverse effect on the Company's operations
and activities.

       In many cases  there  is  a  bond required of operators to ensure that a
prospective well is properly plugged  and  abandoned  when  its  useful life is
determined to be concluded.

       The  Company  has posted such a bond in the amount of $50,000  with  the
Texas Rail Road Commission  to  cover its projects. Such bonds are additions to
the cost of Nutek Oil's projects.  The current bond of $50,000 covers the wells
operated by Nutek Oil as required  by  the  Rail Road Commission of Texas under
the Texas Administrative Code, Title 16 Economic  Regulation, Chapter 3 Oil and
Gas Division, Rule {section}3.78 Fees, Performance Bonds and Alternate Forms of
Financial Security Required To Be Filed.

ITEM 2.  DESCRIPTION OF PROPERTY.

      The corporate offices of Nutek Oil, Inc are located in Las Vegas, Nevada,
at  6330  McLeod  Drive,  Suite  1,  Las  Vegas,  NV  89120.   This  office  is
approximately 2,080 square feet. The Company utilizes this space at no cost.

      The Company also maintains field offices on a month to month basis in San
Antonio, Texas, within the Petroleum Building located at 900 NE Loop 410, Suite
E-121, San Antonio, Texas, 78209 at a monthly cost of $525.

   Current Oil and Gas Properties.

      Selected assets and leases of the Clipper Operating Company were acquired
on February 22, 2000  with  2,064,348  shares of  Nutek,  Inc.  (former  parent
company)  stock  at  the current market price of $.31 representing $639,948;  a
note for $639,948 was issued  for  the  balance  of  the  purchase  price.  The
purchase price of $1,279,896  was  made  up  of  mineral  acreage for $454,959;
equipment at market value $788,217 and a gas pipeline at market  value $36,720.
(See  Exhibit  10.1: Letter of Intent to Purchase Selected Assets from  Clipper
Operating Company.)

      On or about  February  22,  2000,  Nutek  Oil, Inc. issued to Nutek, Inc.
4,500,000  unregistered shares of its .001 par value  common  stock  for  these
assets, at their  fair  market value of $1,279,896. (See Exhibit 10.2: Purchase
Agreement of Selected Assets from Nutek Inc.)

      Nutek Oil, acquired a 100 percent working interest in these properties in
the Big Foot and Kyote fields of Frio and Atascosa Counties, Texas.

The highlights of the purchase agreement included the following terms:

                                      16
<PAGE>

      A.   Purchase of all  mineral  acreage  at a price of one hundred dollars
($100.00)  per  acre.  Total price was four hundred  fifty-four  thousand  nine
hundred and fifty-nine dollars ($454,959).

      B.   Purchase of equipment  will be at market value.  Total price will be
seven  hundred eighty-eight thousand  two  hundred  and  seventeen  and  no/100
dollars ($788,217).

      C.   Purchase  of  pipeline will be at market value.  Total price will be
thirty six thousand seven hundred twenty and no/100 dollars ($36,720).

      Big Foot Field: This  is  a 3,605 acre oil field that Nutek Oil has under
lease and is made up of 15 leases  consisting of 75 wells.  It includes several
existing well bore that the Company  intends  to  recomplete  in  new pay zones
shown on the logs.

BIG FOOT FIELD, FRIO COUNTY

Ann Burns        20 ac.
Ann Burns A      689.43 ac.
Burns            637.25 ac.
Davidson         300 ac.
Foster           331.062ac
Jane Burns       80 ac.
Jane Burns 'A'   20 ac.
Jane Burns 'B'   80 ac.
Jane Burns 'C'   80 ac.
Jane Burns 'D'   80 ac.
Jane Burns 'E'   40 ac.
Jane Burns 'F'   20 ac.
Jane Burns 'G'   20 ac.
Shell - C.       80 ac.
Smith, et. al.   327.48 ac.
Talley           800 ac.

Total acreage in Frio Co. = 3,605.222 ac.

      Kyote Field: This is a 944 acre oil field that Nutek Oil has  under lease
and  is  made  up  of 5 leases consisting of 16 wells. This property has  three
wells that are candidates  for  re-entry  so  as  to workover and recomplete in
zones  that  were not produced to their economic limits  and  were  prematurely
plugged during  low  oil  prices  in  the  1980s. There are also other possible
productive zones that have never been produced.  One  of the wells in the field
can be converted into a salt water disposal well.

KYOTE FIELD, ATASCOSA COUNTY

Crowther         197.42 ac.
Hill             87.41 ac.
Rizik            180 ac.
Tomblin          129.24 ac.
Wright           350.293 ac.

Total acreage in Atascosa Co. = 944.363 ac.

Total acreage in Big Foot/Kyote fields = 4,549.585


                                      17
<PAGE>

      The Bigfoot and Kyote Fields produced 15,326 barrels  of  oil in 2000 for
an  average  of  1,277  barrels  per  month  (Texas Rail Road Commission,  ACTI
database). The effects of a rework program were being realized with 1st quarter
2001 production figures averaging over 1,453 barrels  per  month.  That Company
intends  to  return to that figure once the makeover process is completed,  and
even higher when  the  in-field  drilling program places new wells on line. The
rate of increase in gross production  will  depend on the number of new working
wells once the in-field drilling is completed.  Currently, the Talley Lease has
the most oil wells, while the Davidson lease has  the most potential for future
drilling. The Davidson lease has untapped B and D strata  that  can be drilled.
Also,  many of the existing wells are only pulling from the deeper  D  stratum,
thus there is more oil in the B stratum to be pumped at high production rates.

      Nutek  Oil  plans  its  future growth through a balance of acquisition of
working interests in existing wells and leases, increased production on current
leases and new drilling on current leases in accordance with new State of Texas
guidelines of one (1) well per ten (10) acres, as opposed to the previous ratio
of one (1) well per twenty (20) acres. This latter strategy of in-fill drilling
affords the most potential for  Nutek  Oil. The new guidelines will allow Nutek
Oil to place new wells between existing  wells that have previously produced or
are currently producing oil.

      The Company serves as operator with  respect to these properties acquired
pursuant to association contracts in which the  Company  obtains  a controlling
interest  or holds the largest ownership interest. It is anticipated  that  the
Company will  also  participate  in  the  development of properties operated by
third parties and in some cases may delegate operations to a third party.

      The production from the fields for 2004  was  2,226  gross  bbls  for the
Kyote  Field  and  6,704 gross bbls for the Big Foot Field.  Based on the prior
months  average production  and  engineering  study  completed,  the  estimated
production  for  2005  is 1,070 gross bbls of oil for the Kyote Field and 5,350
gross bbls of oil for the  Big  Foot Field.  The Company had Bommer Engineering
in San Antonio, Texas prepare a proven  reserve  study which was used to obtain
the estimated amounts.  The Company currently has  interest  in 91 wells; 16 in
the  Kyote  Field and 75 in the Big Foot Field. The number of gross  wells  the
Company operates in each field are:

BIG FOOT FIELD, FRIO COUNTY

Ann Burns          1
Ann Burns A        8
Burns              1
Davidson          17
Foster             9
Jane Burns         1
Jane Burns 'A'     0
Jane Burns 'B'     3
Jane Burns 'C'      2
Jane Burns 'D'     1
Jane Burns 'E'     2
Jane Burns 'F'     1
Jane Burns 'G'     1
Shell - C.         4
Smith, et. al.     1
Talley            23

Total wells in Frio Co. = 75

                                      18
<PAGE>

KYOTE FIELD, ATASCOSA COUNTY

Crowther         3
Hill             1
Rizik            2
Tomblin          2
Wright           8

Total wells in Atascosa County = 16

Total wellsoperated    91


Oil and Gas Operations.

      The Company  realized from the sale of its production for the fiscal year
ended December 31, 2004, $39.36 per barrel of oil. This production was down 542
BOE from the prior year  based  upon  the change in contractors and managers on
the fields during the period. As of the  end  of  this  period,  the Company is
currently  producing from twenty-eight wells, from a potential fifty-six  wells
which are able  to  be  brought  back  online  through workovers, on a total of
approximately 4,549 acres.

Productive Wells and Acreage

      The  Company  conducts  its  oil  and  gas  exploration   and  production
operations  in southern Texas. At December 31, 2004, the Company had  interests
in ninety-one  (91)  wells  located in Texas, all of which were operated by the
Company.

      All of the Company's Producing Properties are leased for an indeterminate
number of years, as long as production  is  maintained.  Therefore,  it  is not
possible  to  provide  expiration  dates  of  the  Leases  on  which  Producing
Properties are located.

      The  following  table  sets  forth,  at  December 31, 2004, by state, the
Company's  producing  wells,  Developed  Acreage,  and   Undeveloped   Acreage,
excluding service (injection and disposal) wells:

<TABLE>
<S>                                  <C>       <C>          <C>        <C>
<C>           <C>
        Productive Wells (1)   Developed Acreage   Undeveloped Acreage (2)
             Gross     Net       Gross       Net      Gross          Net

Texas         28       28         910        910     3,639.59     3,639.59
             ---      ---        ----       ----     --------     --------
Totals        28       28         910        910     3,639.59    3,639.59

</TABLE>

      The  following  table  sets  forth,  at  December 31, 2003, by state, the
Company's  producing  wells,  Developed  Acreage,  and   Undeveloped   Acreage,
excluding service (injection and disposal) wells:






                                      19
<PAGE>
(cont)
<TABLE>
<S>                                  <C>       <C>          <C>        <C>
<C>           <C>
        Productive Wells (1)    Developed Acreage   Undeveloped Acreage (2)
           Gross       Net       Gross      Net      Gross          Net

Texas       28       28           910       910     3,639.59     3,639.59
            ---      ---          ----     ----     --------    --------
Totals      28       28           910       910     3,639.59     3,639.59

</TABLE>

      The  following  table  sets  forth,  at  December 31, 2002, by state, the
Company's  producing  wells,  Developed  Acreage,  and   Undeveloped   Acreage,
excluding service (injection and disposal) wells:

<TABLE>
<S>                                  <C>       <C>          <C>        <C>
<C>           <C>
        Productive Wells (1)   Developed Acreage   Undeveloped Acreage (2)
             Gross     Net       Gross       Net      Gross          Net

Texas         28       28         910        910     3,639.59     3,639.59
             ---      ---        ----       ----     --------     --------
Totals        28       28         910        910     3,639.59    3,639.59

</TABLE>

      (1)  The wells in Texas are oil wells.
      (2)   "Undeveloped  Acreage"  includes leasehold interests on which wells
have  not  been  drilled  or completed to  the  point  that  would  permit  the
production of commercial quantities  of  natural  gas  and  oil  regardless  of
whether  the  leasehold interest is classified as containing proved undeveloped
reserves.

      The basic terms of the oil and gas leases held by the Company as of
December 31, 2004 are shown in the following table.

                     Gross           Annual                    Lease
                     Acres          Rental (1)              Expiration

      Texas        4,549.59       Held By Production           N/A
                  --------
                   4,549.59

      (1)  Represents the Company's share of the annual rental payment.

      Leased acres  Held  By  Production  remain  in  force  so  long as oil is
produced from the well on the particular lease. Leased acres which are not Held
By  Production require annual rental payments to maintain the lease  until  the
first  to occur of the following the expiration of the lease or the time oil is
produced  from  one or more wells drilled on the lease acreage. At the time oil
is produced from wells drilled on the leased acreage the lease is considered to
be Held By Production.   Although  some  of  the  leases  do not contain proved
developed  reserves,  they  are still held by production so long  as  there  is
production within a two year  period.   All  of  the Company's leases currently
meet this requirement and no leases are currently at risk of being lost.


                                      20
<PAGE>

Production, Prices and Costs

      The Company is not obligated to provide a fixed  and  determined quantity
of  oil or gas in the future. During the last three fiscal years,  the  Company
has not  had,  nor  does it now have, any long-term supply or similar agreement
with any government or  governmental authority.  The following table sets forth
the Company's net production  of  oil and gas, average sales prices and average
production costs during the periods presented:

                                    Year Ended December 31,
                               ---------------------------------------
                               2004           2003             2002
                               ----           ----             ----
Production Data:
Production, Net - Oil (Bbls)   4,972          7,586            5,554
Gas (Mcf)                       0.00          0.00              0.00
Average sales price -
Oil (Bbls)                   $39.36          $26.18            $21.56
Gas (Mcf)                    $ 0.00          $ 0.00            $ 0.00

Average production
    costs per BOE
 (inclusive of taxes)        $31.09          $12.12            $14.11

Production Taxes             $ 4.73          $ 2.36            $ 1.39

Average production
   costs per BOE
(exclusive of taxes)         $26.36          $ 9.76            $12.72

      The components of production  costs  may  vary  substantially among wells
depending on the methods of recovery employed and other  factors, but generally
include severance taxes, administrative overhead, maintenance and repair, labor
and utilities.

      During  December  2004,  the average sales prices for the  Company's  oil
production was $39.52 per Bbl of crude oil.

ITEM 3.  LEGAL PROCEEDINGS.

      The Company is from time to  time  involved in litigation incident to the
conduct of its business.  Certain litigation with third parties and present and
former employees of the Company is routine  and incidental, such litigation can
result in large monetary awards for compensatory or punitive damages.

      The Company is not a party to any pending  material  legal proceeding. To
the knowledge of management, no federal, state or local governmental  agency is
presently contemplating any proceeding against the Company. To the knowledge of
management,  no  director,  executive officer or affiliate of the Company,  any
owner of record or beneficially  of  more than 5% of the Company's common stock
is a party adverse to the Company or has  a  material  interest  adverse to the
Company in any proceeding.

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

      No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended December 31, 2004.

                                      21
<PAGE>

                                PART II

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

Market Information

      The  Company's  common  stock  is  traded  on  the Pink Sheets Electronic
Quotation Service, under the symbol "NUTO" and began trading  on  September 17,
2002.  The following table sets forth the high and low bid quotations  for  the
Common Stock for the periods indicated.

      Period                            High       Low

      Calendar Year 2003

      March 31, 2003                       0.56    0.12
      June 30, 2003                        0.55    0.10
      September 30, 2003                   0.40    0.10
      December 31, 2003                    0.40    0.10

      Calendar Year 2004

      March 31, 2004                     0.30      0.11
      June 30, 2004                      0.30      0.12
      September 30, 2004                 0.51      0.18
      December 31, 2004                  0.51      0.18

      These  quotations were obtained from Commodity Systems, Inc. (CSI) and do
not necessarily  reflect  actual  transactions,  retail mark-ups, mark-downs or
commissions. The transactions include inter-dealer transactions.

      These  quotations reflect inter dealer prices,  without  retail  mark-up,
markdown or commission,  and may not necessarily represent actual transactions.
These bid quotations have not been adjusted retroactively by any stock split.

Shareholders of Record and Outstanding Shares

      The authorized capital stock of the Company consists of 50,000,000 shares
of common stock with a par  value  of  $.001  and 5,000,000 shares of preferred
stock at a par value of $.001.

      As of March 30, 2005, the Company had three  million  one hundred and six
thousand nine hundred and eighteen (3,106,918) shares of its  $.001  par  value
common voting stock issued and outstanding which are held by one thousand eight
hundred  and  thirty  three  (1,833)  shareholders  of  record.   There  are no
preferred shares issued and outstanding.

Dividends

      The Company has not paid any dividends to date.  In addition, it does not
anticipate paying dividends in the immediate foreseeable future.  The Board  of
Directors  of  the Company will review its dividend policy from time to time to
determine the desirability  and  feasibility  of  paying dividends after giving
consideration   to  the  Company's  earnings,  financial   condition,   capital
requirements and such other factors as the board may deem relevant.



                                      22
<PAGE>

Securities Authorized for Issuance under Equity Compensation Plans

      In March 2004, our board of directors adopted an executive stock option
plan, the Qualified Equity Incentive Stock Option Plan, which has not been
approved by our stockholders.

      The following table sets forth information as of December 31, 2004
regarding outstanding options granted under the plan to each of the directors
and executive officers

     Option/SAR Grants in Last Fiscal Year (Individual Grants):

                      Number of      Percent of total
                      Securities       Options/SARs
                      Underlying        granted to                  Exercise or
                     Options/SARS      employees in    base price   Expiration
    Name               Granted         fiscal year     ($/Share)        date
    -----            ------------   ----------------   ----------   -----------
Murray N. Conradie      150,000           20.7           $0.46        4/1/09
                        200,000           27.7           $0.50        4/1/14

Jason F. Griffith       100,000           13.8           $0.46        4/1/09
                        100,000           13.8           $0.50        4/1/14

David Cummings           50,000            6.9           $0.46        4/1/09
                         50,000            6.9           $0.50        4/1/14

Conrad Humbke            75,000           10.3           $0.46       11/2/09

Recent Sales of Unregistered Securities

      During the  fiscal  year  ended  December  31,  2004,  the Company issued
securities  using  the exceptions available under the Securities  Act  of  1933
including unregistered  sales  made  pursuant to Section 4(2) of the Securities
Act of 1933 as follows:

      On January 18, 2004, 25,000 shares  of  restricted common stock valued at
$.20 per share were issued to a sophisticated investor  who indicated that they
had such knowledge and experience in financial matters that  they  were capable
of  evaluating  the  merits  and risks of the investment.  The individual  took
their shares for investment purposes  without  a  view  to distribution and had
access to information concerning the Company.

      On February 10, 2004, 40,818 shares of restricted common  stock valued at
an  average  of $.10 per share were issued to an employee in consideration  for
employment services previously rendered.

     On February  10, 2004, 109,907 shares of restricted common stock valued at
$.10 per share were  issued  to  a creditor in satisfaction of amounts owed for
services.

     On December 31, 2004, 48,896  shares  of restricted common stock valued at
an average of $.245 per share were issued to  an  employee in consideration for
employment services previously rendered.

     All of these transactions were exempt from the  registration  requirements
of the Securities Act of 1933, as amended, by virtue of the exemptions provided
under section 4(2) was available because:

                                      23
<PAGE>
(cont)

     -  The  transfer  or  issuance  did not involve underwriters, underwriting
        discounts or commissions;
     -  A restriction on transfer legend was placed on all certificates issued;
     -  The distributions did not involve  general solicitation or advertising;
and,
     - The distributions were made only to insiders,  accredited  investors  or
        investors  who  were  sophisticated enough to evaluate the risks of the
        investment.  Each shareholder was given access to all information about
        our business and the opportunity  to  ask questions and receive answers
        about our business from our management  prior  to making any investment
        decision.

Issuer Repurchases

      We  did  not  make  any repurchases of our equity securities  during  the
quarter ending December 31, 2004.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Introduction

      The following discussion  and analysis should be read in conjunction with
our  accompanying  financial  statements  and  the  notes  to  those  financial
statements included elsewhere in  this  Annual Report. The following discussion
includes  forward-looking statements that  reflect  our  plans,  estimates  and
beliefs. Our  actual  results  could  differ materially from those discussed in
these forward-looking statements. Factors  that  could  cause  or contribute to
such  differences  include, but are not limited to, those discussed  below  and
elsewhere in this Annual Report.

Overview

      Nutek Oil, Inc.  derives  its revenues from its producing oil properties.
These properties consist of working  interests  in  producing  oil wells having
proved  reserves.   The  Company's  capital  for  investment  in producing  oil
properties has been provided by the sale of common stock to its shareholders.

Plan of Operation

(a)  Work-overs

 The Company intends to continue with its current work-overs of  existing wells
over  the  next  12  months  by way of replacing any existing tubing which  has
deteriorated  and/or  pumps that  have  failed  on  our  existing  wells.   The
estimated cost for this rework program is between $1,500 to $2,500 per well.

(b) In-field Drilling

 The Company's independently  commissioned  engineering  report  has identified
several potential low risk offset in-field drilling opportunities on our leased
acreage,  which are classified as proved undeveloped.  The Company  intends  to
drill at a minimum one of these in-field wells within the next 12 months.

       The  costs  for  the  drilling  of  an in-field well are estimated to be
$140,000 - $175,000 per new well based on the depth of the well.




                                      24
<PAGE>
(cont)

 (c) Cash Requirements

      The Company intends to meet its financial needs for the work-over program
by  investing approximately 10-20% of the prior  month's  revenue  towards  the
associated  costs  of the workovers.  The Company is actively pursuing drilling
partners and additional financing.

      There can be no assurances that the Company will be successful in raising
additional capital via  debt  or equity funding, or that any such transactions,
if consummated, will be on terms  favorable  to the Company.  In the event that
additional capital is not obtained from other  sources, it may become necessary
to alter development plans or otherwise abandon certain ventures.

 (d) Purchase of Additional Leases.

      The  Company  does  not  anticipate  acquiring   additional  oil  or  gas
properties  over  the next 12 months.  However, the Company  will  continue  to
evaluate any properties  as  the  opportunities  arise and the potential of the
property to produce oil and gas.

 (e) Expected Significant Changes in the Number of Employees

      The  Company does not expect any significant  change  in  the  number  of
employees over  the  next  12  months  of operations.  As noted previously, the
Company  currently  coordinates  all  operations,  oil  field  maintenance  and
supervision  activities using part time  employees,  consultants  and  contract
labor.

Managements Discussion and Analysis of Financial Condition and Results of
Operations

      For the calendar year, ended December 31, 2004, the Company has generated
$195,654 in revenues  and  generated  a  loss  of $183,196 for the same period.
This compares to $198,564 in revenues and a loss  of  $75,170  for the calendar
year ended December 31, 2003.  For the calendar year ended December  31,  2004,
the  Company  has  increased  its  working  capital  position by $98,107 from a
negative $404,564 as of December 31, 2003 to a negative $306,457 as at December
31, 2004.

      Analysis of the calendar year ended December 31,  2004  compared  to  the
calendar year ended December 31, 2003.

      Net  loss  was  $183,196  for  the  calendar year ended December 31, 2004
compared to a loss of $75,170 for the calendar year ended December 31, 2003, an
increased loss of $108,026.

      Total expenses increased to $378,982 for the calendar year ended December
31,  2004  from $274,350 for the calendar year  ended  December  31,  2003,  an
increase of  $104,632.  The  increase in expenses was due to the following: (1)
the plugging of three wells; and (2) an increase in production costs during the
year.

      Depreciation expense for  the  calendar  year ended December 31, 2004 was
$98,886 compared to $96,822 for the calendar year  ended  December 31, 2003, an
increase of $2,064. The increase resulted from the increase in assets purchased
during the year.

      Interest  expense  for  the  calendar year ended December  31,  2004  was
$19,584 compared to $14,134 for the  calendar  year  ended December 31, 2003 an
increase of $5,450.
                                      25
<PAGE>

Liquidity and Capital Resources

Liquidity

      Management believes that its working interest revenues  from the existing
wells  will  meet its minimum general and administrative cost requirements  and
provide the basic liquidity the Company needs to operate at current levels over
the next twelve  months.  Currently, the company has a monthly cost requirement
of approximately $9,500  for  operations.   However, additional funding will be
required  to  execute  its  business plan of acquiring  additional  leases  and
reserves,  and  performing drilling  and  rework  activities  planned  for  its
existing properties,  (See  "Current  Oil  and  Gas  Properties"). Part of this
funding is expected to be obtained by the sale of working  interest percentages
in the drilling and rework projects, with the Company maintaining  a "back-end"
interest  in  each  project  in addition to the working interest percentage  it
retains up front. The "back-end"  is  the  additional  percentage  the  Company
realizes,  after  the  working  interest  partners  receive  a  return of their
original investment, for acting as the principal and organizer of  the project,
including  accomplishing  the lease due diligence and acquisitions; negotiating
and executing working interest  placements;  and  as overall implementor of the
project.  The balance of the funding required to execute the Company's planning
will  need  to  be obtained from other sources such as  debt  or  the  sale  of
additional equity.

      On December  31,  2004  the  Company had assets of $1,565,014 compared to
$1,670,764 on December 31, 2003, a decrease  of  $105,750.   The  Company had a
total  stockholders'  equity  of  $217,618  on  December  31, 2004 compared  to
$1,143,796 on December 31, 2003, a decrease in equity of $926,178.

      All  assets  are  booked  at historical purchase price and  there  is  no
variance between book value and the purchase price.

      On December 31, 2004 the Company had Property and Equipment of $1,539,089
compared to $1,598,360 on December  31, 2003, or a decrease of $59,271 which is
a result of the depreciation of $98,886  along  with the purchase of $39,615 of
property and equipment.

      For the calendar year ended December 31, 2004,  the Company has increased
its working capital position by $98,107 from a negative $404,564 as of December
31, 2003 to a negative $306,457 as of December 31, 2004.

Capital Resources

       The Registrant's capital resources are comprised  primarily  of  private
investors, including members of management, who are either existing contacts of
the  Registrant's  management  or  who  come to the attention of the Registrant
through  brokers,  financial  institutions  and   other   intermediaries.   The
Registrant's  access  to  capital  is  always  dependent upon general financial
market conditions, especially those which pertain to venture capital situations
such as oil and gas exploration companies. The Registrant's  capital  resources
are not anticipated to change materially in 2005.

Material Commitments for Capital Expenditures.

The Company has made no material commitments for future projects. Each drilling
and/or  rework  project  is stand-alone and although the Company is in constant
discussion  with  prospective  working  interest  partners  on  each  potential
project, commitments  for  the  actual  drilling or rework and site preparation
operations are

                                      26
<PAGE>
(cont)

not made for each project until the Company  has  received  the  funds from its
working interest partners and the funds for its portion of the working interest
are  in  place. The leases the Company holds are "held by production".  If  the
leased property  has a producing well that is providing royalty payments to the
leaseholders, then  annual  lease payments and renewals are not required. Nutek
Oil strives to accomplish the  drilling  or  rework  planned  for each property
within  the  year  first  leased. When that does not occur however,  management
reviews the potential of each  property  as  its leases come up for renewal and
makes a decision whether or not to renew each  lease  in light of the Company's
business planning at that time.

      The Registrant has no agreements with management, investors, shareholders
or anyone else respecting additional financing at this  time.  Because  of  the
nature  of  the Registrant's business, there are no trends in the nature of its
capital resources which could be considered predictable.

Inflation

      The Company's  results  of operations have not been affected by inflation
and management does not expect  inflation  to  have  a  material  impact on its
operations in the future.

Off-Balance Sheet Arrangements.

      The company currently does not have any off-balance sheet arrangements.

Safe Harbor

      The  discussions of the results of operations and financial condition  of
the Company  should  be  read  in conjunction with the financial statements and
notes pertaining to them that appear  elsewhere in this Form 10-KSB. Statements
made in this Form 10-KSB that are not historical or current facts are "forward-
looking statements" made pursuant to the  safe harbor provisions of Section 27A
of the Securities Act of 1933 (the "Act") and  Section  21E  of  the Securities
Exchange Act of 1934. These statements often can be identified by  the  use  of
terms  such  as  "may,"  "will," "expect," "believe," "anticipate," "estimate,"
"approximate" or "continue,"  or the negative thereof. The Company intends that
such forward-looking statements  be  subject  to  the  safe  harbors  for  such
statements.  The  Company wishes to caution readers not to place undue reliance
on any such forward-looking  statements,  which speak only as of the date made.
Any forward-looking statements represent management's  best judgment as to what
may  occur in the future. However, forward-looking statements  are  subject  to
risks,  uncertainties  and  important factors beyond the control of the Company
that could cause actual results and events to differ materially from historical
results of operations and events  and those presently anticipated or projected.
These factors include adverse economic conditions, highly speculative nature of
oil and gas exploration and development,  risks  of foreign operation, entry of
new  and  stronger competitors, inadequate capital and  unexpected  costs.  The
Company disclaims  any  obligation  subsequently  to revise any forward-looking
statements to reflect events or circumstances after  the date of such statement
or to reflect the occurrence of anticipated or unanticipated events.






                                      27
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS.


                               NUTEK OIL, INC.

                            FINANCIAL STATEMENTS
                            --------------------
                              December 31, 2004
                              December 31, 2003









                                      F-1
<PAGE>

                             TABLE OF CONTENTS
                             -----------------

                                                                    PAGE
                                                                    ----

INDEPENDENT AUDITORS' REPORT:

     Independent Auditors Report - 2004                             F-3

     Independent Auditors Report - 2003 & 2002                      F-4


FINANCIAL STATEMENTS:

     Balance Sheets                                                 F-5

     Statements of Operations                                       F-6

     Statement of Changes in Stockholders' Equity                   F-7

     Statements of Cash Flows                                       F-8


NOTES TO FINANCIAL STATEMENTS:                                      F-9


SUPPLEMENTARY INFORMATION:

     Oil and Gas Producing Activities                               F-17















                                      F-2
<PAGE>


Larry O'Donnell, CPA, P.C.
2228 South Fraser Street Unit 1
Aurora, Colorado 80014


            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Nutek Oil, Inc.
Las Vegas, Nevada


      I  have  audited the accompanying balance sheet of  Nutek  Oil,  Inc.,  a
Nevada corporation,  as  of  December  31,  2004, and the related statements of
loss, changes in stockholders' equity, and cash  flows for the year then ended.
These financial statements are the responsibility  of the Company's management.
My responsibility is to express an opinion on these  financial statements based
on my audits.

      I  conducted  my audit in accordance  with  standards   of   the   Public
Company  Accounting  Oversight  Board (United States).  Those standards require
that  I  plan  and perform the audit  to  obtain  reasonable  assurance   about
whether  the  financial   statements  are  free  of  material misstatement.  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.  I  believe  that  my  audit  provides  a reasonable basis for my
opinion.

      In my opinion, the financial statements referred to above present fairly,
in  all material respects, the financial position of Nutek  Oil,  Inc.,  as  of
December  31,  2004,  and  the results of its operations and cash flows for the
year then ended in conformity  with accounting principles generally accepted in
the United States of America.


Larry O'Donnell, CPA, P.C.
March 16, 2005








                                      F-3
<PAGE>


Gary V. Campbell, CPA, Ltd.
Certified Public Accountants
7440 West Sahara
Las Vegas, Nevada, 89117


INDEPENDENT AUDITORS' REPORT


To the Board of Directors
Nutek Oil, Inc.
Las Vegas, Nevada

      We have audited the accompanying  balance  sheets  of  Nutek Oil, Inc., a
Nevada  corporation,  as  of  December  31,  2003  and  2002,  and the  related
statements  of  loss, changes in stockholders' equity, and cash flows  for  the
years 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 misstatement.  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 Nutek Oil, Inc., as
of December 31, 2003 and 2002, and the results of its operations and cash flows
for  the  years then ended in conformity with accounting  principles  generally
accepted in the United States of America.


Gary V. Campbell, CPA, Ltd.

Las Vegas, Nevada
March 30, 2004





                                      F-4
<PAGE>

                                Nutek Oil, Inc.
                                 BALANCE SHEET
                                     AS OF
                    December 31, 2004 and December 31, 2003

<TABLE>
<CAPTION>
<S>                                               <C>         <C>         <C>

                                                    12/31/04   12/31/03
Current Assets:
Cash                                               $   9,944  $  50,876
Accounts receivable                                   15,981     17,753
Prepaid expenses                                           -      3,775
                                                   ---------  ---------
Total current assets                                  25,925     72,404

Property and Equipment, net of
   accumulated depreciation                        1,539,089  1,598,360

Deposits                                                   -          -
                                                   ---------  ---------
Total Assets                                      $1,565,014 $1,670,764
                                                   =========  =========

Current Liabilities:
Accounts payable                                     $52,164     $8,756
Related party accrued interest                        11,500      7,000
Line of credit                                        72,573     72,925
Related party payable                                 73,850    273,287
Accrued payroll liabilities                            2,295          -
Contingency payable                                        -     45,000
Related party current portion of long-term debt      120,000     70,000
                                                   ---------  ---------
Total current liabilities                            332,382    476,968

Related Party Long-Term Debt,
net of current portion                             1,015,014     50,000
                                                   ---------  ---------
Total Liabilities                                  1,347,396    526,968
                                                   ---------  ---------
Stockholders' Equity:
Common stock, $0.001 par value, 50,000,000
shares authorized; 3,061,474 and 5,157,742 shares
issued and outstanding at December 31, 2004
and December 31, 2003, respectively.                   3,061      5,158
Additional paid-in capital                           730,272  1,353,908
Subscribed Stock                                   (117,250)          -
Deficit                                            (398,466)  (215,270)
Total stockholders' equity                           217,618  1,143,796
                                                   ---------  ---------
Total Liabilities and Stockholders' Equity        $1,565,014 $1,670,764
                                                   =========  =========
</TABLE>


                See accompanying notes to financial statements

                                      F-5
<PAGE>

                                Nutek Oil, Inc.
                            STATEMENT OF OPERATIONS
                                FOR YEARS ENDED
                    December 31, 2004 and December 31, 2003

<TABLE>
<CAPTION>

<S>                                       <C>         <C>

                                              2004       2003

Revenue
Oil and gas sales                           $195,654  $198,564
Interest income                                   82       523
Forgiveness of debt                                -        93
Other Income                                      50         -
                                            --------  --------
     Total Revenues                          195,786   199,180

Expenses

General and administrative                    40,581    33,277
Production costs                             154,570    66,531
Depreciation, depletion, and amortization     98,886    96,822
Arbitration Award                                  -    45,000
Interest expense                              19,584    14,134
Plugging of wells                             41,858         -
Production taxes                              23,503    17,915
Other expense                                      -       671
                                            --------   -------
     Total expenses                          378,982   274,350
Income before provision for income taxes    (183,196)  (30,170)
Provision for income taxes                         -         -
                                            --------   -------
Net Loss                                  $(183,196) $(75,170)

Basic and diluted weighted average number
of common shares outstanding               2,992,954 4,980,783

Basic Net Loss Per Share                    $(0.061)  $(0.015)

Diluted Net Loss Per Share                  $(0.061)  $(0.015)
</TABLE>



                See accompanying notes to financial statements

                                      F-6
<PAGE>

                                Nutek Oil, Inc.
                 STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                FOR YEARS ENDED
                    December 31, 2004 and December 31, 2003
<TABLE>
<CAPTION>

<S>                                  <C> <C>         <C>   <C>     <C> <C>         <C>   <C> <C>      <C>        <C>   <C>




                                      Common        Common Additional
                                       Stock         Stock   Paid-in       Subscribed    Income         Total
                                      Shares        Amount   Capital         Stock       Deficit         Equity
				     ----------     ------- ----------   ------------   ---------     -----------

Balance at December 31, 2002          4,770,742       4,771  1,325,990              -   (140,100)      1,190,661

Sale of Stock                           250,000         250     24,750              -          -         25,000

Issuance of common stock                105,000         105          -              -          -            105

Issued for services                      32,000          32      3,168              -          -          3,200

Net Profit (Loss) for Year
Ended December 31, 2003                       -           -          -              -    (75,170)       (75,170)

Balance at December 31, 2003          5,157,742      $5,158 $1,353,908      $       -    (215,270)    1,143,796
				     ----------     ------- ----------   ------------    --------     ---------

Repurchase and put into Subscribed            -           -          -      (272,610)          -      (272,610)
Stock

Sale of Stock                            25,000          25      4,975              -          -          5,000

Repurchase and retired shares       (2,325,588)     (2,326)   (648,839)             -          -       (651,165)

Issued for services                     150,725         151     14,922              -          -         15,073

Issued for services                      53,595          54      5,306

Payment received for subscribed               -           -          -         62,500          -         62,500
stock

Reduction in subscribed stock                 -           -          -         92,860          -         92,860

Net Profit (Loss) for Year
Ended December 31, 2004                       -           -          -              -   (183,196)      (183,196)

Balance at December 31, 2004          3,061,474      $3,061   $730,272     $(117,250)  $(398,466)      $212,258
				     ==========      ======   ========     ==========  ==========      =========

</TABLE>


                See accompanying notes to financial statements

                                      F-7


<PAGE>
                                Nutek Oil Inc.
                            STATEMENT OF CASH FLOWS
                                FOR YEARS ENDED
                    December 31, 2004 and December 31, 2003

<TABLE>
<CAPTION>
<S>                                                     <C>             <C>
                                                      12 months      12 months
							ended	       ended
                                                     12/31/2004      12/31/2003
                                                    -----------   -----------
Cash Flows from Operating Activities:
Net loss                                             $(183,196)      $(75,170)
Adjustments to reconcile net loss to net
cash provided (used) by operating activities:
Services received for stock                              20,433         3,200
Depreciation and amortization                            98,886        96,822
(Increase) decrease in accounts receivable                1,772        (2,359)
(Increase) decrease in deposits                               -         9,251
Increase in prepaid expenses                              3,775        (3,775)
Increase in related party accrued interest                5,083         3,250
Increase (decrease) in related party payable             73,850       (82,529)
Increase (decrease) in payroll liabilities                2,295             -
Increase in accrued arbitration award                   (45,000)       45,000
Increase (decrease) in accounts payable                  43,408       (37,274)
                                                      ---------      --------
Net cash provided (used) by operating activities         21,306       (43,584)

Cash Flows from Investing Activities:
Purchase of property and equipment                     (39,615)       (58,200)
                                                      ---------      --------
Cash Flows from Financing Activities:
Increase in related party notes payable                  89,979        50,000
Increase in subscribed stock                          (117,250)             -
Increase in line of credit                                (352)        72,925
Issuance of common stock                                  5,000        25,105
                                                      ---------      --------
Net cash provided by financing activities              (22,623)       148,030

Net Increase in Cash                                   (40,932)        46,246
                                                      ---------      --------

Balance, Beginning                                       50,876         4,630
Balance, Ending                                          $9,944       $50,876
                                                      =========      ========

Interest Paid                                           $10,883       $10,884
                                                      ---------      --------
Taxes Paid                                              $     -       $     -
                                                      ---------      --------
</TABLE>






                See accompanying notes to financial statements

                                      F-8
<PAGE>
                                NUTEK OIL, INC.

                         NOTES TO FINANCIAL STATEMENTS

NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

      Nutek  Oil, Inc. was incorporated on December 3, 1998.  The company is in
the oil producing  business  in  the  United  States  of  America.  The Company
purchased  selected  equipment  and assets from Clipper Operating  Company  and
began operations as a separate company during 2001.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and cash equivalents
      Cash  and cash equivalents consist  of  highly  liquid  investments  with
maturities of three months or less when purchased.

Use of Estimates
      The preparation  of  financial  statements  in  conformity with generally
accepted  accounting  principles requires that management  make  estimates  and
assumptions which affect  the  reported amounts of assets and liabilities as of
the date of the financial statements  and  revenues and expenses for the period
reported.   Actual  results  may differ from these  estimates.   The  estimates
include amortization and depreciation  of  capitalized  costs  of oil wells and
related  equipment.   Management emphasizes that amortization and  depreciation
estimates are inherently  imprecise.   Actual  results  could materially differ
from these estimates.

Dividend Policy
      The  Company  has  not  yet  adopted  any  policy  regarding  payment  of
dividends.

Comprehensive Income
      Statements   of   Financial  Accounting  Standards  No.  130,   Reporting
Comprehensive Income (SFAS  130),  requires  that total comprehensive income be
reported in the financial statements.  The Company  does  not  have  any  items
considered to be other comprehensive income for the three months ended December
31, 2004.

Fixed Assets
      The Company follows the "successful efforts" method of accounting for its
costs  of  acquisition,  exploration  and development of oil properties.  Fixed
assets are stated at cost.  Expenditures  that  materially increase the life of
the assets are capitalized.  Ordinary maintenance  and  repairs  are charged to
expense as incurred.  When assets are sold or otherwise disposed of,  the  cost
and  the related accumulated depreciation and amortization are removed from the
accounts  and  any resulting gain or loss is recognized at that time.  Although
generally  accepted  accounting  principles  (GAAP)  requires  amortization  of
drilling equipment  based  on  the  units-of-production-method,  management has
determined  that  since  reserve studies are not performed on a regular  basis,
that it would be appropriate  to  amortize  this  equipment  over a twenty year
period.   Depreciation  is computed primarily on the straight-line  method  for
financial statements purposes over the following estimated useful lives:

           Office equipment             5 years
           Drilling equipment           20 years
           Well maintenance and workover20 years
           Equipment and machinery      20 years

      All assets are booked  at  historical  purchase  price  and  there  is no
variance between book value and the purchase price.

                                      F-9
<PAGE>

Earnings Per Share
      Basic  earnings  per share are computed using the weighted average number
of shares of common stock  outstanding  for  the  period  end.   The net income
(loss) for the period end is divided by the weighted average number  of  shares
outstanding for that period to arrive at earnings per share.

Revenue Recognition
      Revenues from the sale of oil are recorded using the sales method.

Concentrations of Credit Risk
      Credit  risk  represents the accounting loss that would be recognized  at
the  reporting  date  if  counter  parties  failed  completely  to  perform  as
contracted. Concentrations  of  credit  risk  (whether on or off balance sheet)
that arise from financial instruments exist for  groups of customers or counter
parties when they have similar economic characteristics  that would cause their
ability to meet contractual obligations to be similarly affected  by changes in
economic or other conditions described below.

      The  Company  operates  in  one  segment, the oil and gas industry.   The
Company's customers are located within the United States of America.  Financial
instruments that subject the Company to  credit risk consist principally of oil
and gas sales which are based solely on a  short-term  purchase  contracts from
Shell Trading (US) Company with related accounts receivable subject  to  credit
risk.

      During  the  year  ended  December  31,  2004 and 2003 Shell Trading (US)
Company accounted for 100% of the Company's oil  revenues.  Management does not
believe  the  loss of Shell Trading (US) Company would  materially  affect  the
ability to sell the oil.

Income Taxes
      The Company  experienced  losses  during  the  previous  fiscal  tax year
reported.  The Company will review its need for a provision for federal  income
tax  after  each  operating  quarter.  The Company has adopted FASB No. 109, as
discussed in Note 7.

Recently Issued Accounting Pronouncements
      FASB Interpretation 46R "Consolidation of Variable Interest Entities", as
revised (FIN 46R), requires that  variable  interest  entities  created  before
December  31,  2003  be  consolidated during the first interim period beginning
after December 15, 2003.   Management  does not believe this pronouncement will
have a material effect on the financial statements of the company.

      In  January,  2004  the  Financial  Accounting   Standards  Board  issued
Statement of Financial Accounting Standards No. 132 (revised  2003) "Employers'
Disclosures about Pensions and Other Postretirement Benefits",  an amendment of
FASB  Statements  No.  87,  88,  and  106.  The  Statement  revises  employers'
disclosures  about  pension  plans and other postretirement benefit plans.  The
statement retains the disclosure  requirements  contained in FASB Statement No.
132, which it replaces, and requires additional annual  disclosures  about  the
assets,  obligations,  cash  flows,  and  net  periodic benefit cost of defined
benefit pension plans and other defined benefit postretirement plans. Statement
No. 132R requires us to provide disclosures in interim periods for pensions and
other postretirement benefits. Management does not  believe  this pronouncement
will have a material effect on the financial statements of the company.

      In  November  2004,  the  FASB issued SFAS No. 151, "Inventory  Costs  an
amendment of ARB No. 43, Chapter  4."   This Statement clarifies the accounting
for abnormal amounts of idle facility expense,  freight,  handling  costs,  and
wasted materials.

                                     F-10
<PAGE>
(cont)

      This  Statement  is  effective for inventory costs incurred during fiscal
years  beginning  after  June 15,  2005.   Management  does  not  believe  this
pronouncement will have a  material  effect  on the financial statements of the
company.

      In  December 2004, the FASB issued SFAS No.  152,  "Accounting  for  Real
Estate Time-Sharing  Transactions  - an amendment of FASB Statements No. 66 and
67."   This  Statement   references the  financial   accounting  and  reporting
guidance for  real  estate   time-sharing   transactions  that is  provided  in
AICPA  Statement  of  Position  04-2,  "Accounting   for  Real   Estate   Time-
Sharing  Transactions."   This  Statement  also  states  that  the guidance for
incidental operations and costs incurred to sell real estate projects  does not
apply  to  real  estate time-sharing transactions.  This Statement is effective
for financial statements  for  fiscal  years  beginning  after  June  15, 2005.
Management  does not believe this pronouncement will have a material effect  on
the financial statements of the company.

      In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary
Assets - an amendment  of  APB  Opinion  No. 29." This Statement eliminates the
exception  for  nonmonetary  exchanges  of   similar   productive   assets  and
replaces  it  with  a  general  exception for exchanges of  nonmonetary  assets
that  do   not   have  commercial   substance.    A  nonmonetary  exchange  has
commercial substance  if  the  future  cash flows of the entity are expected to
change significantly as a result of the  exchange.  This Statement is effective
for  nonmonetary  asset exchanges occurring in fiscal periods  beginning  after
June 15, 2005. The  Company does not expect application of SFAS No. 153 to have
a material affect on its financial statements.

Accounts Receivable
      Accounts receivable  are  stated  at  the  amount  management  expects to
collect   from   outstanding   balances.    Management  provides  for  probable
uncollectible amounts through a charge to earnings  and a credit to a valuation
allowance based on its assessment of the current status of individual accounts.
Balances  outstanding after management has used reasonable  collection  efforts
are written  off  through  a  charge to the valuation allowance and a credit to
trade accounts receivable.  Changes  in  the  valuation allowance have not been
material to the financial statements.

Stock Based Compensation
      The Company applies Accounting Principles  Board  ("APB") Opinion No. 25,
Accounting  for  Stock  Issued  to  Employees, and Related Interpretations,  in
accounting for stock options issued to  employees.   Under APB No. 25, employee
compensation  cost is recognized when estimated fair value  of  the  underlying
stock on date of  the  grant  exceeds  exercise price of the stock option.  For
stock options and warrants issued to non-employees,  the  Company  applies SFAS
No.   123,   Accounting   for  Stock-Based  Compensation,  which  requires  the
recognition of compensation  cost based upon the fair value of stock options at
the grant date using the Black-Scholes option pricing model.

      The following table represents  the effect on net loss and loss per share
if  the  Company  had  applied  the fair value  based  method  and  recognition
provisions  of Statement of Financial  Accounting  Standards  (SFAS)  No.  123,
"Accounting for Stock-Based Compensation", to stock-based employee compensation
for the year ended December 31, 2004 and 2003:





                                     F-11
<PAGE>
(cont)

                                                  2004        2003

      Net loss, as reported                  $  (183,196) $   (75,170)
      Add:  Stock-based employee
           compensation expense
           included in reported loss,
           net of related tax effects               --         --
      Deduct:  Total stock-based employee
            Compensation expense determined
            under fair value based methods
            for all awards, net of related
            tax effects                         (60,926)       --
                                             -----------  -----------

        Pro forma net loss                   $  (244,122) $   (75,170)
                                             ============ ============

        Net loss per common share:
            Basic and fully diluted loss
            per share, as reported           $     (0.08) $    (0.015)
                                             ============ ============
            Basic and fully diluted loss
            per share, pro forma             $     (0.08) $    (0.015)
                                             ============ ============

      There were no stock options granted for the year ended December 31, 2003.
For the options  granted in 2004, the company used the exercise price of $0.46,
the fair market value of $0.25 per share at the end of the year, a 5 year term,
and 100% volatility to determine the value of the options.

      In December  2002,  the  FASB issued SFAS No. 148, "Accounting for Stock-
Based  Compensation-Transition  and   Disclosure".  SFAS  No.  148  amends  the
transition and disclosure provisions of  SFAS No. 123. The Company is currently
evaluating SFAS No. 148 to determine if it  will  adopt SFAS No. 123 to account
for employee stock options using the fair value method  and,  if  so,  when  to
begin transition to that method.

NOTE 3 - OIL PROPERTIES

      Oil properties are made up of the following:

                                             2004             2003

           Leasehold Improvements       $   707,195      $    677,301
           Equipment and machinery        1,288,509         1,288,509
           Accumulated depreciation        (456,615)         (357,728)
                                        -----------       -----------
                                        $  1,539,089     $  1,598,360
                                        ============     ============

NOTE 4 - LINE OF CREDIT

      The  Company  has a line of credit agreement with a financial institution
which provides maximum  borrowing of $75,000.  Interest on outstanding balances
accrues at prime plus 2%  and is payable monthly.  The current interest rate at
December 31, 2004 is 7.25%.  The line must be renewed each year.

                                     F-12
<PAGE>

NOTE 5 - RELATED PARTY TRANSACTIONS

      The Company has a note payable to a shareholder, in the amount of $50,000
as of December 31, 2004.  This  obligation  is due in 2006 and accrues interest
at 10% annually.  The accrued interest on this loan as of December 31, 2004 was
$8,417.

      The amounts are considered short term due  to the delinquency of payments
on the accrued interest.

      The Company has a note payable to a shareholder, in the amount of $20,000
as of December 31, 2004.  This obligation is due in  2006  and accrues interest
at 10% annually.  The accrued interest on this loan as of December 31, 2004 was
$2,500.  The  amounts  are  considered  short  term  due to the delinquency  of
payments on the accrued interest.

      The  Company  has an outstanding note payable to a  shareholder,  in  the
amount of $50,000 as  of  December  31, 2004.  This payable accrues interest at
15% annually through March 2005.  As of December 31, 2004, there was no accrued
interest due.

      The Company has an outstanding  note  payable  to  Murray  Conradie,  the
Company's  CEO,  in the amount of $25,517.  This payable accrues interest at 1%
monthly due on the first day of each month.

      The Company  has  an  outstanding  note  payable  to  Jason Griffith, the
Company's CFO, in the amount of $36,833.  This payable accrues  interest  at 1%
monthly due on the first day of each month.

      The  Company  was  advanced  monies  from Datascension, Inc. (f/k/a Nutek
Inc.)  and  has  additionally  repurchased  the  balance  of  shares  owned  by
Datascension, Inc. (f/k/a Nutek Inc.).  The total  amount  owed to (f/k/a Nutek
Inc.) as of December 31, 2004 is $1,015,014.  The terms of this  note  shall be
to receive payments as funds become available, but no later than 10 years  from
the date of the above reference sale of shares.  Datascension will not have the
ability  to  call  the  note  due, provided there has been some form of payment
received during a continuous three month period.

NOTE 6 - STOCKHOLDERS' EQUITY

      During the year ended December  31,  2004, the Company sold 25,000 shares
of common stock for $5,000.

      During  the  year ended December 31, 2004,  the  Company  issued  204,320
shares of common stock for services rendered valued at $20,433.

      During the year ended December 31, 2004, 2,325,588 shares of common stock
were repurchased and  retired  at a value of $651,165, and subscribed stock was
recorded for $272,610.

NOTE 7 - INCOME TAXES

      Deferred income taxes result  from  timing differences in the recognition
of expense for tax and financial statement  purposes.   Statements of Financial
Accounting Standards No. 109 "Accounting for Income Taxes", (SFAS 109) requires
deferred tax liabilities or assets at the end of each period  to  be determined
using  the  tax rate expected to be in effect when taxes are actually  paid  or
recovered.  The  sources of those timing differences and the current tax effect
of each were as follows:

                                     F-13
<PAGE>
(cont)

      Net operating loss carryforward   $    32,962
      Depreciation and amortization         (10,587)
      Valuation allowance                   (22,375)
                                        ------------
                                        $       -
                                        ============

The components of the net deferred tax asset at December 31, 2004 under SFAS
109 are as follows:

      Net operating loss carryforward   $  524,127
      Depreciation and amortization       (428,561)
      Valuation allowance                  (95,566)
                                        -----------
                                        $     -
                                        ===========

Reconciliations between  the  actual  tax  expense  and  the amount computed by
applying  the  U.S.  Federal  Income  Tax rate to income before  taxes  are  as
follows:

                                                  Percent of Pretax
                                         Amount        Income
      Expected                          $(22,375)       (34%)
      Change in valuation allowance       22,375         34%
                                        --------     --------
      Actual expense                    $   -             0%
                                        ========     ========

The net operating loss will begin to expire in 2021.

NOTE 8 - WARRANTS AND OPTIONS

      The Company has adopted FASB No.  123  and  will account for stock issued
for services and stock options under the fair value method.

      The following table sets forth the options granted in 2004 to each of the
directors and executive officers:

     Option/SAR Grants in Last Fiscal Year (Individual Grants):

                      Number of      Percent of total
                      Securities       Options/SARs
                      Underlying        granted to                  Exercise or
                     Options/SARS      employees in    base price   Expiration
    Name               Granted         fiscal year     ($/Share)        date
    -----            ------------   ----------------   ----------   -----------
Murray N. Conradie      150,000           20.7           $0.46        4/1/09
                        200,000           27.7           $0.50        4/1/14

Jason F. Griffith       100,000           13.8           $0.46        4/1/09
                        100,000           13.8           $0.50        4/1/14

David Cummings           50,000            6.9           $0.46        4/1/09
                         50,000            6.9           $0.50        4/1/14

Conrad Humbke            75,000           10.3           $0.46       11/2/09

                                     F-14
<PAGE>
(cont)

      There were no other options granted or exercised  by  the  directors  and
executive officers during the year ended December 31, 2004.

      Compensation  cost  for  options  granted  has not been recognized in the
accompanying  financial  statements because the exercise  prices  exceeded  the
current market prices of the  Company's common stock on the dates of grant. The
options and warrants expire in  April  2014  and are exercisable at prices from
$0.46 to $0.50 per option or warrant.  See Note 2 for pro-forma information and
calculations.
The following is a schedule of the activity relating  to  the  Company's  stock
options and warrants.

                             Year Ended                Year Ended
                          December 31, 2003        December 31, 2004
                            --------------           --------------
                             Weighted Avg.             Weighted Avg.
                          Shares    Exercise         Shares    Exercise
                         (x 1,000)    Price         (x1,000)    Price
                         ---------  ---------      --------  -----------
Options and warrants
  outstanding at
  beginning of year          -         $   -             -       $   -

Granted:
  Options                    -         $   -            650      $ 0.48
  Warrants                   -         $   -              -      $   -
Exercised                    -         $   -              -      $   -
Expired:
Warrants                   ( - )       $   -              -      $   -
                           ----        -----           ----       ----

Options and warrants
  outstanding and
  exercisable at end
  of period                 -         $   -             650     $   -
                                        =====                   ========

Weighted average fair
  value of options and
  warrants granted during
  the year                             $  -                       $  -

The  following  table  summarizes information about the Company's stock options
and warrants outstanding at December 31, 2004, all of which are exercisable.

                                        Weighted Average
     Range of             Number             Remaining       Weighted Average
   Exercise Prices     Outstanding        Contractual Life    Exercise Price
   ---------------     -----------      ----------------  --------------

     $   -                 -                0 years            $   -

NOTE 9 - ENVIRONMENTAL MATTERS

      Various federal and  state  authorities  have  authority  to regulate the
exploration and developments of oil and gas and mineral properties with respect
to environmental matters.  Such laws and regulations, presently in effect or as

                                     F-15
<PAGE>
(cont)

hereafter  promulgated,  may  significantly affect the cost of its current  oil
production and any exploration  and  development  activities  undertaken by the
Company and could result in loss or liability to the Company in  the event that
any such operations are subsequently deemed inadequate for purposes of any such
law or regulation.

NOTE 10 - CHANGES IN BOARD OF DIRECTORS

       On November 3, 2004, the Company filed Form 8-K announcing  the  removal
of Charles Snipes as Board Member of the Company.  Shareholders representing  a
majority  ownership  in  the  company  consented  and approved this action.  On
November 2, 2004, there was a special meeting of the  majority  of the Board of
Directors in which the Board approved the appointment of Conrad Humbke as Board
Member  of the Company. Shareholders representing a majority ownership  in  the
company consented  and  approved this action.  Pursuant to information required
by Item 404(a) of Regulation  S-B, as applicable (17 CFR 228.404(a)), there are
no transactions during the last  two  years,  or proposed transactions to which
Nutek Oil, Inc was or is the party, in which Conrad  Humbke has or is to have a
direct or indirect material interest.

NOTE 11 - UNAUDITED SUPPLEMENTARY OIL AND NATURAL GAS INFORMATION

   The  following  supplementary information is presented  in  compliance  with
United States Securities  and  Exchange  Commission ("SEC") regulation and FASB
Statement No.  69, "Disclosures About Oil  and  Gas  Producing Activities." The
supplementary  information  is  not  a  required  part of the  basic  financial
statements and therefore not covered by the report of the Company's independent
auditors.

   Proved  oil  and  gas reserves are the estimated quantities  of  crude  oil,
natural gas, and natural  gas  liquids  which  geological  and engineering data
demonstrate  with reasonable certainty to be recoverable in future  years  from
known reservoirs  under  existing  economic  and  operating conditions.  Proved
developed oil and gas reserves are reserves expected  to  be  recovered through
existing wells with current equipment and operating methods.  The  reserve data
is based on studies prepared by the Company's independent consulting  petroleum
engineers.   Reserve  estimates  require  substantial  judgment on the part  of
petroleum  engineers resulting in imprecise determinations,  particularly  with
respect to new  discoveries.  Accordingly, it is expected that the estimates of
reserves will change  as  future productions and development information become
available.  At December 31, 2004, the Company's proved oil and gas reserves are
located in Texas.

















                                     F-16
<PAGE>

                                NUTEK OIL INC.
                      SUPPLEMENTARY INFORMATION REGARDING
                       OIL AND GAS PRODUCING ACTIVITIES
                FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
                                   UNAUDITED

      The following supplementary  oil  and  gas  information  is  provided  in
accordance with Statement of Financial Accounting Standards No. 69, Disclosures
about Oil and Gas Producing Activities (SFAS 69). The Company has properties in
only one reportable geographic area, all of which are oil properties.

1. CAPITALIZED COSTS RELATING TO OIL AND GAS PRODUCING ACTIVITIES

                                       2004            2003
                                      ----             ----

  Proved oil and gas properties      $ 29,892        $ 84,123
  Unproved oil and gas properties           -               -
  Support equipment, proved properties  9,722           4,013
                                      --------       ---------
                                       39,614          88,136
  Accumulated depreciation and
   depletion                            1,150           3,607
                                      --------       ---------
  Net capitalized costs               $38,465        $ 84,529
                                     =========        =========

2. COSTS INCURRED IN OIL AND GAS PRODUCING ACTIVITIES FOR ABOVE REFERENCED
PERIODS

                                     2004       2003
                                     ----       ----

  Acquisition of proven properties  $    0    $    0

  Exploration costs                      0         0

3. RESULTS OF OPERATIONS FOR OIL AND GAS PRODUCING ACTIVITIES FOR THE ABOVE
REFERENCED PERIODS
                                    2004           2003
                                    ----           ----

  Oil Sales - 100%                $351,386       $ 247,930
  Oil Sales - Royalty Share       (155,732)       ( 49,366)
                                   -------        --------
  Oil and gas sales                195,654         198,564
  Lease operating income                 -               -
  Production taxes                 (23,503)        (17,915)
  Production costs                (131,067)        (74,011)
  Exploration expenses                   -               -
  Depreciation and depletion       (98,886)        (96,822)
  Income tax expense                     -               -
                                   -------         --------
  Results of operations for oil
   and gas producing activities
   (excluding corporate overhead
   and financing costs)           $(57,803)       $  9,816
                                  =========       =========

                                     F-17
<PAGE>

4.  RESERVE QUANTITY INFORMATION

      The  following  estimates  of  proved  developed  reserve  quantities are
estimates only, and do not purport to reflect realizable values or  fair market
value  of  the  Company's  reserves. They are presented in accordance with  the
guidelines established by the S.E.C. and disclosure requirements promulgated by
SFAS 69. The Company emphasizes  the reserve estimates are inherently imprecise
and  that  estimates  of new discoveries  are  more  imprecise  than  those  of
currently producing oil  and  gas  properties. Accordingly, these estimates are
expected  to  change  as  future information  becomes  available.  All  of  the
Company's reserves are located in southern Texas.

       Proved  reserves  are   estimated   reserves  of  crude  oil  (including
condensate  and  natural  gas  liquids) and natural  gas  that  geological  and
engineering data demonstrate with  reasonable  certainty  to  be recoverable in
future  years  from  known  reservoirs  under  existing economic and  operating
conditions.  Proved  developed  reserves are those  expected  to  be  recovered
through existing wells, equipment,  and operating method.  The Company's proved
developed and undeveloped reserves and  changes  in them during the periods are
as follows.


Proved Developed and Undeveloped Reserves:

                                               Oil             Gas
                                              (BBLS)          (MCF)
                                              ------          ---
Purchase of Minerals in Place(02/22/00)      698,290           -
     Production, 2000                        (10,270)          -
     Production, 2001                        (11,283)          -
     Production, 2002                         (5,554)          -
                                             --------         ---
     Reserves at December 31, 2002           671,183           -
     Revisions of Previous Estimates         (435,092)         -
     Purchase of minerals in place                  -          -
     Production, 2003                         (7,586)          -
                                             --------         ---
     Reserves at December 31, 2003           228,505           -
                                             --------         ---
     Revisions of Previous Estimates          (2,337)          -
     Purchase of minerals in place                 -           -
     Production, 2004                         (4,972)          -
                                             --------         ---
     Reserves at December 31, 2004           221,196           -
                                             ========         ===







                                     F-18
<PAGE>
(cont)

Proved Developed Reserves:

                                               Oil            Gas
                                              (BBLS)         (MCF)
                                              ------          ---
Purchase of Minerals in Place (02/22/00)      95,640           -
     Production, 2000                        (10,270)          -
     Production, 2001                        (11,283)          -
     Production, 2002                         (5,554)          -
                                             --------         ---
     Reserves at December 31, 2002            68,533           -
     Revisions of Previous Estimates         (28,192)          -
     Purchase of minerals in place                 -           -
     Production, 2003                         (7,586)          -
                                             --------         ---
     Reserves at December 31, 2003            32,755           -
     Revisions of Previous Estimates          (2,337)          -
     Purchase of minerals in place                 -           -
     Production, 2004                         (4,972)          -
                                             --------         ---
     Reserves at December 31, 2004            25,445           -
                                             ========         ===

      Based on a revised Evaluation of Proved Reserves by Bommer Engineering on
November 23, 2004 and January 31, 2005, the proved  reserves  have been revised
to  account  for  changes  in  economic  factors  and  the  historical net  oil
production generated.  The engineer's report analyzed the historical production
and investments made by the company during the period since the last report and
then along with evaluating the current economic factors the report  was revised
accordingly.  In 2002, the Company's production declined significantly,  as the
Company  was  in  a  transition  period  between pumper's.  As a result of this
decline the reserve estimates have been adjusted  downward  to reflect how this
decline  would  affect  the  reserves  if production continued at  the  reduced
levels.  When determining the estimated  reserves,  the  corresponding costs of
drilling  and  completing  new  wells  are also included.  Since  the  original
reserve  study  of 2000, the cost of drilling  and  completing  new  wells  has
significantly increased,  whereas  the  price  of  oil used for determining the
future net revenue rose only $2.55 from $30 in 2000  to  $32.55  in the current
study.   The  increase  in  costs  for drilling and completion, along with  the
relatively minor oil price increase and the low level of production during 2002
and 2003 resulted in a significant decline  in  the  value for proved developed
and undeveloped reserves.

 5.  STANDARDIZED MEASURES OF DISCOUNTED FUTURE NET CASH FLOWS AND CHANGES
THEREIN RELATING TO PROVED OIL AND GAS RESERVES AT THE ABOVE REFERENCED DATE

       Statement of Financial Accounting Standards No.  69,  "Disclosures about
Oil  and  Gas  Producing  Activities,"  prescribes  guidelines for computing  a
standardized measure of future net cash flow and changes  therein  relating  to
estimated proved reserves. The Company has followed these guidelines, which are
briefly discussed in the following paragraphs.

       Future  cash  inflows  and  future  production and development costs are
determined  by  applying  year-end  oil  prices  and  costs  to  the  estimated
quantities of oil to be produced. Estimated future  income  taxes  are computed
using current statutory income tax rates including consideration for  estimated
future  depletion.  The  resulting future net cash flows are reduced to present
value amounts by applying a 10% annual discount factor.
                                     F-19
<PAGE>
(cont)

       The assumptions used  to  compute  the  standardized  measure  are those
prescribed  by  the  Financial Accounting Standards Board and, as such, do  not
necessarily reflect the Company's expectations of actual revenues to be derived
from those reserves nor  their  present  worth. The limitations inherent in the
reserve  quantity  estimation  process, as discussed  previously,  are  equally
applicable to the standardized measure  computations  since these estimates are
the basis for the valuation process.

       The  following summary sets forth the Company's future  net  cash  flows
relating to proved  oil  and  gas  reserves  based  on the standardized measure
prescribed in Statement of Financial Accounting Standards No. 69:


                                           2004                    2003
Future cash inflows                   $  7,224,115          $   7,419,769
Future production costs                 (1,089,078)            (1,220,145)
Future development costs                (3,146,000)            (3,146,000)
Future income tax provision               (198,927)              (222,430)
                                      -------------        ---------------
Future net cash flows                    2,790,110              2,831,194
  Effect of 10% discount factor         (2,974,620)            (2,910,629)
                                      -------------        ---------------
Standardized measure of discounted
  future net cash flows               $   (184,510)        $      (79,435)
                                      =============        ===============

Year-end oil prices used in calculating the standardized  measure of discounted
future net cash flows were $32.55 per barrel.

       The principal sources of changes in the standardized measure of
discounted future net cash flows are as follows for the period from December
31, 2003 to December 31, 2004:


                                                  2004       2003

Standardized measure, beginning of period      $(79,435)   $3,282,096
Purchase of reserves in place                         0             0
Sales of oil produced, net of production costs  (64,587)     (124,553)
Net changes in prices and production costs      (40,488)    1,791,589
Net change in estimated future development costs      0     2,135,180
Net change in income taxes                            0     1,230,609
Revisions of previous quantity estimates              0    (8,394,356)
Accretion of discount                                 0             0
Other                                                 0             0
                                               ---------    ---------
Standardized measure, end of period           $(184,510)    $ (79,435)
                                              ===========  ===========









                                     F-20
<PAGE>

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

      On June 15, 2004, Gary V. Campbell, CPA, Ltd. notified  the  Company that
they  were  declining  to  stand  for  re-election as the Company's independent
auditor of record. The Board of Directors  accepted  this  decision on June 15,
2004.  The Registrant appointed Larry O'Donnell, CPA, P.C., as the Registrant's
independent accountants for the year ending December 31, 2004. The selection of
accountants  was  approved  by  the  Registrant's  Board  of  Directors.  Larry
O'Donnell, CPA, P.C. was engaged by the Registrant on June 18, 2004. During the
most  recent  two  fiscal  years  and during the portion of 2004 preceding  the
Board's decision, neither the Company  nor  anyone  engaged  on  its behalf has
consulted with Larry O'Donnell, CPA, P.C. regarding: (i) either the application
of  accounting  principles  to  a  specified  transaction, either completed  or
proposed; or the type of audit opinion that might  be rendered on the Company's
financial  statements;  or (ii) any matter that was either  the  subject  of  a
disagreement  (as defined  in  Item  304(a)(1)(iv)  of  Regulation  S-K)  or  a
reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

      The audit  reports  issued by Gary V. Campbell, CPA, Ltd. with respect to
the Registrant's financial  statements  for  December 31, 2003 and 2002 did not
contain an adverse opinion or disclaimer of opinion,  and were not qualified or
modified  as  to  uncertainty,  audit  scope  or  accounting principles.   From
December 12, 2002 through June 15, 2004, there were  no  disagreements  between
the  Registrant  and  Gary  V.  Campbell, CPA, Ltd. on any matter of accounting
principles or practices, financial  statement  disclosure  or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction  of Gary V.
Campbell,  CPA,  Ltd.,  would have caused it to make a reference to the subject
matter of the disagreement in connection with its audit report.

ITEM 8A.  CONTROLS AND PROCEDURES.

      Our Chief Executive  Officer  (CEO)  and  Chief  Financial  Officer (CFO)
evaluated  the  effectiveness  of  our  disclosure controls and procedures  (as
defined in Rules 13a-15(e) and 15d-15(e)  of  the  Securities  Exchange  Act of
1934,  as  amended)  as  of the end of the period covered by this report. Based
upon their evaluation, the  CEO  and CFO concluded that the disclosure controls
and procedures are effective in ensuring  all  required information relating to
the Company is included in this annual report.

      We also maintain a system of internal control  over  financial  reporting
(as  defined  in  Rules 13a-15(f) and 15d-15(f)) designed to provide reasonable
assurance regarding  the reliability of financial reporting and the preparation
of financial statements  for  external  purposes  in accordance with accounting
principles generally accepted in the United States  of America. During our most
recent fiscal quarter, there have been no changes in  our internal control over
financial  reporting  that  occurred  that  have  materially  affected  or  are
reasonably  likely  to materially affect our internal  control  over  financial
reporting.

ITEM 8B.  OTHER INFORMATION.

      None.






                                      28
<PAGE>
                                    PART III

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

Directors and Executive Officers

      The  following table  sets  forth  information  regarding  our  executive
officers, certain other officers and directors as of December 31, 2004:

      Name                  Age   Position/Office        Served Since

      Murray N. Conradie    39    Chairman/President/CEO April 1999
      Jason F. Griffith     27    CFO/Director           June 2002
      David Cummings        45    VP of Operations       September 2002
      Conrad Humbke         71    Director               November 2004

      The following  is  a  brief description of the business background of the
directors and executive officers of the Company:

Murray N. Conradie - President/CEO and Chairman of the Board

       Mr. Conradie has been  the  CEO and Chairman of the Board and a Director
of Datascension Inc, a public company  trading  on  the  OTCBB since April 1999
which was the parent company of Nutek Oil, prior to the spin-off.  Mr. Conradie
has several years of experience in creating and developing start-up enterprises
and has a background in Law and Accounting.

Jason F. Griffith - CFO/Director

       Mr.  Griffith is also currently the CFO and a Director  of  Datascension
Inc, a public  company  trading  on  the  OTCBB.   Mr.  Griffith  has held this
position  since  June  of 2002.  Prior to that, Mr. Griffith was the accounting
manager for a CPA firm in Henderson, Nevada starting in August of 2001.  Before
taking on this position,  he  worked  for Arthur Andersen in Memphis, Tennessee
from December 1998 until his move to Nevada  in  the  summer of 2001.  Prior to
joining  Arthur  Andersen, Mr. Griffith was in the process  of  completing  his
undergraduate degree  and Masters in Accounting from Rhodes College in Memphis,
Tennessee.  Mr. Griffith  is  a  licensed  CPA  in both the state of Nevada and
Tennessee.   He  is  a  member of the American Institute  of  Certified  Public
Accountants, The Association  of  Certified  Fraud  Examiners, The Institute of
Management Accountants, along with being a member of  the  Nevada and Tennessee
State Society of CPAs.

Dave Cummings - Vice President Operations

       Dave Cummings has numerous years experience in the South Texas oilfields
with  various  independent  producers, handling all areas of field  operations.
Dave Cummings has numerous years  experience  in the South Texas oilfields with
various independent producers, handling all areas  of  field  operations.  Dave
Cummings  has  owned and operated Cummings Wireline Service since  1985,  while
also sub-contracting for USA Plugging, Inc. since 1999.

Conrad Humbke- Director

       Mr. Humbke has many years experience in the oil and gas industry and has
served both as a  director  and  officer  of  oil  and gas companies which also
included oil and mining exploration.  Mr. Humbke has been in retirement for the
past 5 years.

                                      29
<PAGE>

Significant Employees

       The Company has not identified any employee who  is not an executive who
is expected to make a significant contribution to the business.

Family Relationships

      There are no family relationships among the directors, executive officers
or persons nominated or chosen by the Company to become directors  or executive
officers.

Legal Proceedings

      None of the Company's directors, executive officers or nominees  for such
office have been involved in any legal proceedings related to bankruptcy  of an
entity where they held such positions; nor charged or convicted in any criminal
proceedings;  nor  subject  to  any  order,  judgment, or decree permanently or
temporarily  enjoining,  barring,  suspending  or  other  wise  limiting  their
involvement  in any type of business, securities  or  banking  activities;  nor
found in any manner  whatsoever  to have violated a federal or state securities
or commodities law.

      None of the Company's officers or directors, nor to the knowledge of the
Company, any of the Company's control persons, has:

      -    had any bankruptcy petition  filed  by  or  against  any business of
           which such person was a general partner or executive officer  either
           at  the  time  of  the  bankruptcy or within two years prior to that
           time;

      -    been convicted in a criminal  proceeding  or is subject to a pending
           criminal proceeding (excluding traffic violations  and  other  minor
           offenses);

      -    been  subject  to  any  order, judgment, or decree, not subsequently
           reversed,  suspended  or  vacated,   of   any   court  of  competent
           jurisdiction,  permanently   or   temporarily  enjoining,   barring,
           suspending  or  otherwise  limiting  his involvement in any type  of
           business, securities or banking activities; or

      -    been   found  by  a  court  of competent jurisdiction  (in  a  civil
           action), the Securities and Exchange  Commission  or  the  Commodity
           Futures  Trading  Commission  to  have  violated  a federal or state
           securities  or  commodities  law,  where the judgment has  not  been
           reversed, suspended or vacated.

Committees

      The  Company  does  not  have  any  audit,  compensation,  and  executive
committees of its board of directors. The entire board  of directors is serving
as the Company's audit committee.

Conflicts of Interest

      The officers and directors of the Company are now and  may  in the future
become  shareholders,  officers  or directors of other companies which  may  be
engaged in business activities similar  to  those  conducted  by  the  Company.
Accordingly,  additional  direct  conflicts of interest may arise in the future
with respect to such individuals acting  on  behalf  of  the  Company  or other
entities. Moreover,

                                      30
<PAGE>
(cont)

additional conflicts of interest may arise with respect to opportunities  which
come to the attention of such individuals in the performance of their duties or
otherwise.  The  Company  does  not  currently  have  a  right of first refusal
pertaining to opportunities that come to management's attention insofar as such
opportunities may relate to the Company's proposed business operations.

      The officers and directors are, so long as they are officers or directors
of the Company, subject to the restriction that all opportunities  contemplated
by the Company's plan of operation which come to their attention, either in the
performance  of  their  duties  or  in  any  other  manner,  will be considered
opportunities of, and be made available to the Company and the  companies  that
they  are  affiliated with on an equal basis. A breach of this requirement will
be a breach  of the fiduciary duties of the officer or director. If the Company
or the companies  in  which the officers and directors are affiliated with both
desire to take advantage  of  an  opportunity, then said officers and directors
would abstain from negotiating and  voting  upon  the opportunity. However, all
directors may still individually take advantage of opportunities if the Company
should decline to do so. Except as set forth above, the Company has not adopted
any other conflict of interest policy with respect to such transactions.

Compliance with Section 16(a) of the Exchange Act

      Section  16(a)  of  the  Securities Exchange Act  of  1934  requires  our
directors and executive officers,  and  persons  who beneficially own more than
ten percent of a
registered class of our equity securities (referred to as "reporting persons"),
to  file  with  the  Securities  and  Exchange Commission  initial  reports  of
ownership  and  reports of changes in ownership  of  common  stock.   Reporting
persons are required by Commission regulations to furnish us with copies of all
Section 16(a) forms they file.

      Based solely  upon  a  review of Forms 3, 4 and 5 furnished to us, we are
not aware of any person who at  any  time during the fiscal year ended December
31, 2004, was a director, officer, or beneficial owner of more than ten percent
of our common stock, who failed to file, on a timely basis, reports required by
Section 16(a) of the Securities Exchange Act of 1934 during such fiscal year.

Code of Ethics

      We have adopted a code of ethics  that applies to our executive officers,
including our Chief Executive Officer and Chief Financial Officer.

Indemnification of Directors and Officers.

      The By-laws of the Company state that  to  the  extent  allowed by Nevada
State  law,  as  same  may  be  amended, and subject to the required  procedure
thereof, the corporation shall indemnify any person who was or is a party of is
threatened to be made a party to  any  threatened, pending or completed action,
suit or proceeding, whether civil, criminal,  administrative  or  investigative
(other than an action by or in the right of the corporation) by reason  of  the
fact  that  he  is  or  was  a  director,  officer,  employee  or  agent of the
corporation,  or  is  or  was  serving at the request of the corporation  as  a
director, officer, employee or agent of another corporation, partnership, joint
venture,  trust or other enterprise,  against  expenses  (including  attorneys'
fees), judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and with respect

                                      31
<PAGE>
(cont)

to any criminal action or proceeding,  had  no  reasonable cause to believe his
conduct  was unlawful. The termination of any action,  suit  or  proceeding  by
judgment, order, settlement or conviction, or upon a plea of nolo contendere or
its equivalent,  shall  not of itself, create a presumption that the person did
not act in good faith and  in a manner which he reasonably believed to be in or
not opposed to the best interests  of  the corporation, and with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

ITEM 10.  EXECUTIVE COMPENSATION.

Compensation of Executive Officers

      The following table sets forth the  aggregate  cash  compensation paid by
the Company for services rendered during the periods indicated to its directors
and executive officers:

                       SUMMARY COMPENSATION TABLE

Name & Position      Fiscal Year     Salary       Bonus     Other Compensation
---------------      -----------     ------       -----     -----------------
Murray N. Conradie     2002         $3,500         -0-            -0-
Chairman/CEO           2003           -0-          -0-            -0-
                       2004         24,000         -0-            -0-

Jason F. Griffith     2002           -0-          -0-            -0-
CFO                    2003           -0-          -0-            -0-
                       2004         12,000         -0-            -0-

Dave Cummings          2001           -0-          -0-            -0-
VP Operations          2003         $1,205         -0-          40,818
shares(1)
                       2004         $7,650         -0-          48,896
shares(2)

      (1) Mr. Cummings received 40,818 shares of restricted common stock of the
Company in lieu of cash payment for 2003.  The value of shares issued was based
on a price of $.10 for a total value of $4,082.

      (2) Mr. Cummings received 48,896 shares of restricted common stock of the
Company in lieu of cash payment for 2004.  The value of shares issued was based
on an average price of $.245 for a total value of $12,000.

Common Stock

      The Officers have not received any common stock in compensation for their
services, other than the unpaid salary they have converted to common stock.

Employment Agreements

      On  April  1, 2004, we entered into an employment agreement  with  Murray
Conradie. The term  of  employment  is  five  (5) years. Mr. Conradie serves as
President, CEO, Chairman and Director. We agreed  to  pay  Mr.  Conradie a base
salary of $24,000 per annum for the first year of employment, increasing  based
on  performance  of  the  company  and  time  devoted solely to the Company. In
addition  to  the  cash compensation earned by Mr.  Conradie,  we  granted  Mr.
Conradie an option to  purchase  shares  of  our  common stock according to the
Executive Stock Option Plan.



                                      32
<PAGE>

      On  April  1, 2004, we entered into an employment  agreement  with  Jason
Griffith. The term  of  employment  is  five  (5) years. Mr. Griffith serves as
Chief financial Officer, Secretary/Treasurer and Director. We agreed to pay Mr.
Griffith a base salary of $12,000 per annum for  the  first year of employment,
increasing based on performance of the company and time  devoted  solely to the
Company.  In  addition  to  the  cash  compensation earned by Mr. Griffith,  we
granted Mr. Griffith an option to purchase shares of our common stock according
to the Executive Stock Option Plan.

      On April 1, 2004, we entered into  an  employment  agreement  with  David
Cummings.  The  term  of employment is one (1) year with automatic renewals for
additional one (1) year  periods.  Mr.  Cummings  serves  as  Vice-President of
operations.  We agreed to pay Mr. Cummings a base salary of $18,000  per  annum
for the first  year  of  employment,  increasing  based  on  performance of the
company  and  time  devoted  solely  to  the Company. In addition to  the  cash
compensation  earned by Mr. Cummings, we granted  Mr.  Cummings  an  option  to
purchase shares  of  our  common  stock according to the Executive Stock Option
Plan.

Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR Values

      The following table sets forth the options granted in 2004 to each of the
directors and executive officers:

     Option/SAR Grants in Last Fiscal Year (Individual Grants):

                      Number of      Percent of total
                      Securities       Options/SARs
                      Underlying        granted to                  Exercise or
                     Options/SARS      employees in    base price   Expiration
    Name               Granted         fiscal year     ($/Share)        date
    -----            ------------   ----------------   ----------   -----------

Murray N. Conradie      150,000           20.7           $0.46        4/1/09
                        200,000           27.7           $0.50        4/1/14

Jason F. Griffith       100,000           13.8           $0.46        4/1/09
                        100,000           13.8           $0.50        4/1/14

David Cummings           50,000            6.9           $0.46        4/1/09
                         50,000            6.9           $0.50        4/1/14

Conrad Humbke            75,000           10.3           $0.46       11/2/09

      There were options issued to  officers  in  April  of 2004.  Compensation
cost for options granted has not been recognized in the accompanying  financial
statements  because  the exercise prices exceeded the current market prices  of
the Company's common stock  on  the  dates  of  grant. The options and warrants
expire in April 2009 and 2014 and are exercisable  at  prices from $.46 to $.50
per option or warrant, respectively.

Compensation of Directors

      There were no arrangements pursuant to which any director  of the Company
was  compensated  through  December  31,  2004  for any service provided  as  a
director. In addition, no such arrangement is contemplated  for the foreseeable
future as the Company's only directors are its current executive officers.


                                      33
<PAGE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Management and Certain Beneficial Owners

      The  following  table  sets  forth  information  as of the date  of  this
Registration  Statement  certain  information with respect  to  the  beneficial
ownership of the Common Stock of the  Company concerning stock ownership by (i)
each director, (ii) each executive officer, (iii) the directors and officers of
the  Company as a group, (iv) and each person  known  by  the  Company  to  own
beneficially  more  than  five  (5%)  of  the  Common  Stock.  Unless otherwise
indicated,  the owners have sole voting and investment power  with  respect  to
their respective shares.  The mailing address for each of the persons indicated
is our corporate headquarters.

      Beneficial  ownership is determined under the rules of the Securities and
Exchange Commission.  In general, these rules attribute beneficial ownership of
securities to persons who possess sole or shared voting power and/or investment
power  with respect to those  securities  and  includes,  among  other  things,
securities  that  an individual has the right to acquire within 60 days. Unless
otherwise indicated,  the  stockholders  identified in the following table have
sole  voting  and  investment  power  with  respect  to  all  shares  shown  as
beneficially owned by them.

      Name                        Number of Shares       Percent

      Murray N. Conradie                174,990          5.63%

      Jason F. Griffith                   8,570          0.28%

      David Cummings                     77,790          2.50%

      Conrad Humbke                         -0-           0.0%

      Officers and Directors as a Group 261,350          8.41%

      Mr. Conradie, Mr. Griffith, Mr. Cummings,  and Mr. Humbke have options to
purchase a total of 375,000 shares of the Company's  Common  Stock  at $.46 any
time  before  March  31,  2009; and a total of 350,000 shares at $.50 any  time
before March 31, 2014.

      The  percentage  ownership  calculations  listed  above  are  based  upon
3,106,918 shares of common  stock  being  outstanding,  and  no options granted
being exercised as of December 31, 2004.

Persons Sharing Ownership of Control of Shares

      Management  has  no  knowledge  of  the existence of any arrangements  or
pledges of the Company's securities which may  result in a change in control of
the Company.

      No person owns or shares the power to vote  ten  percent (10%) or more of
the Company's securities.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      The Company has a note payable to a shareholder, in the amount of $50,000
as of December 31, 2004.  This obligation is due in 2006  and  accrues interest
at 10% annually.  The accrued interest on this loan as of December 31, 2004 was
$8,417.   The  amounts  are  considered  short  term due to the delinquency  of
payments on the accrued interest. This shareholder  is  not considered to be an
affiliate or a

                                      34
<PAGE>
(cont)

control person.

      The Company has a note payable to a shareholder, in the amount of $20,000
as of December 31, 2004.  This obligation is due in 2006  and  accrues interest
at 10% annually.  The accrued interest on this loan as of December 31, 2004 was
$2,500.  The  amounts  are  considered  short  term  due to the delinquency  of
payments on the accrued interest. This shareholder is  not  considered to be an
affiliate or a control person.

      The  Company  has  an outstanding note payable to a shareholder,  in  the
amount of $50,000 as of December  31,  2004.   This payable accrues interest at
15% annually through March 2005.  As of December 31, 2004, there was no accrued
interest  due. This shareholder is not considered  to  be  an  affiliate  or  a
control person.

      The Company  has  an  outstanding  note  payable  to Murray Conradie, the
Company's CEO, in the amount of $25,517.  This payable accrues  interest  at 1%
monthly due on the first day of each month.

      The  Company  has  an  outstanding  note  payable  to Jason Griffith, the
Company's CFO, in the amount of $36,833.  This payable accrues  interest  at 1%
monthly due on the first day of each month.

      The  Company  was  advanced  monies  from Datascension, Inc. (f/k/a Nutek
Inc.)  and  has  additionally  repurchased  the  balance  of  shares  owned  by
Datascension, Inc. (f/k/a Nutek Inc.).  The total  amount  owed to (f/k/a Nutek
Inc.) as of December 31, 2004 is $1,015,014.  The terms of this  note  shall be
to receive payments as funds become available, but no later than 10 years  from
the date of the above reference sale of shares.  Datascension will not have the
ability  to  call  the  note  due, provided there has been some form of payment
received  during  a continuous three  month  period.   There  is  currently  no
affiliation between Nutek Oil and Datascension International, nor has the terms
of the loan been altered.

Other Material Transactions.

      With the exception  of  the above mentioned transactions, there have been
no material transactions, series  of similar transactions or currently proposed
transactions to which the Company or  any  officer,  director,  their immediate
families  or  other  beneficial owner is a party or has a material interest  in
which the amount exceeds $50,000.




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<PAGE>

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

(a)  Exhibits.

      The following documents  are  included  or  incorporated  by reference as
exhibits
to this report:

Exhibit 3. Articles of Incorporation and Bylaws.

    3.1 Articles of Incorporation*
    3.2 Bylaws*

Exhibit 10.Material Contracts

   10.1 Letter of Intent to Purchase Selected Assets from Clipper Operating
Company.*
   10.2 Purchase Agreement of Selected Assets from Nutek Inc.*
   10.3 Executive Compensation Agreement (Murray N. Conradie)*
   10.4 Executive Compensation Agreement (David Cummings)*
   10.5 Executive Compensation Agreement (Jason F. Griffith)*
   10.6 Executive Stock Option Agreements (Murray N. Conradie)*
   10.7 Executive Stock Option Agreements (David Cummings)*
   10.8 Executive Stock Option Agreements (Jason F. Griffith)*
   10.9 Executive Stock Option Agreements (Charles Snipes)*
   10.10 Qualified Equity Incentive Stock Option Plan*
   10.11 Contract for Services (Peter R. Maupin)**
   10.12 Contract for Services (Smitty's Pumping)**
   10.13 Executive Stock Option Agreements (Conrad Humbke)

*  Previously filed as an exhibit to the Company's Form 10-SB, filed  April 30,
2004.
**  Previously filed as an exhibit to the Company's Amendment No. 2 to Form 10-
SB, filed September 3, 2004.

Exhibit 23.Consent of Experts and Counsel

   23.1 Consent of Larry O'Donnell, CPA, P.C., Certified Public Accounts.

Exhibit 27.Financial Data Schedule

   27.1 Financial Data Schedule

Exhibit 31.Certifications required by Rule 13a-14(a) or Rule 15d-14(a)

     31.1 Certification of Chief Executive Officer pursuant to 18 U.S.C.ss.1850
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

     31.2   Certification   of  Principal  Financial  Officer  pursuant  to  18
U.S.C.ss.1850 as adopted pursuant  to  Section 302 of the Sarbanes-Oxley Act of
2002.

Exhibit 32.Certifications required by Rule  13a-14(b)  or  Rule  15d-14(b)  and
section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350

     32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C.ss.1850
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

     32.2   Certification   of  Principal  Financial  Officer  pursuant  to  18
U.S.C.ss.1850 as adopted pursuant  to  Section 906 of the Sarbanes-Oxley Act of
2002.
                                      36
<PAGE>

(b)  Reports on Form 8-K

      On June 18, 2004, Registrant filed a Current Report on Form 8-K, relating
to the engagement of Larry O'Donnell, CPA,  P.C.,  Certified Public Accounts as
its principal accountant to replace its former principal  accountant,  Gary  V.
Campbell, CPA, Ltd.  (See Exhibit 8-K filed June 18, 2004)

      On  November  3,  2004,  Registrant  filed  a Current Report on Form 8-K,
relating  to  the  replacement  of  Charles  Snipes  as Board  Member  and  the
appointment   of  Conrad Humbke as Board Member of the  Company.   Shareholders
representing a  majority  ownership  in the company consented and approved this
action. (See Exhibit 8-K filed November 3, 2004)

ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

      For the fiscal years ended December  31,  2004,  the  Company's principal
accountant  billed  $5,300,  for  the  audit of the Company's annual  financial
statements and review of financial statements  included  in  the Company's Form
10-QSB  filings.   For  the  year ended December 31, 2003, the Company's  prior
accountant billed the company  $2,500  for  the  annual  audit of the financial
statements.

Audit-Related Fees

      For  the  fiscal  years ended December 31, 2004 and 2003,  the  Company's
principal accountant billed  $0 and $0, respectively, for assurance and related
services that were reasonably related to the performance of the audit or review
of the Company's financial statements  outside  of  those  fees disclosed above
under "Audit Fees".

Tax Fees

      For  the  fiscal  years ended December 31, 2004 and 2003,  the  Company's
principal accountant billed  $0  and  $0, respectively, for tax compliance, tax
advice, and tax planning services.

All Other Fees

      For the fiscal years ended December  31,  2004  and  2003,  the Company's
principal accountant billed $0 and $0, respectively, for products and  services
other than those described above.

Pre-approval Policies and Procedures

      Prior  to  engaging  the  Company's  accountants  to perform a particular
service, the Company's board of directors obtains an estimate  for  the service
to be performed. The board of directors, in accordance with procedures  for the
Company,  approved  all  of  the services described above prior to the services
being performed.





                                      37
<PAGE>

SIGNATURES

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

                                  Nutek Oil, Inc.

                                  /s/ Murray N. Conradie
                                  ----------------------
                                  Murray N. Conradie,
                                  President, Chairman and Director
                                  (Principal Executive Officer)

                                  /s/ Jason Griffith
                                  -------------------
                                  Jason Griffith, CPA
                                  Chief Financial Officer and Director
                                  (Principal Financial Officer)

                                  Date: March 30, 2005


      Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly  caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                                  /s/ Murray N. Conradie
                                  ----------------------
                                  Murray N. Conradie,
                                  President, Chairman and Director
                                  (Principal Executive Officer)

                                  /s/ Jason Griffith
                                  -------------------
                                  Jason Griffith, CPA
                                  Chief Financial Officer and Director
                                  (Principal Financial Officer)

                                  Date: March 30, 2005



















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