8-K

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                   ----------

                                    FORM 8-K
                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                                February 2, 2002
                        (Date of earliest event reported)


                             NUPRO INNOVATIONS INC.
               (Exact Name of Registrant as Specified in Charter)


                                    DELAWARE
                 (State or other jurisdiction of incorporation)


        0-28433                                          84-0893269
- ------------------------                    ------------------------------------
(Commission File Number)                    (IRS Employer Identification Number)


                            3296 EAST HEMISPHERE LOOP
                                 TUCSON, ARIZONA
                                   85706-5013
                    (Address of Principal Executive Offices)
                                   (Zip Code)


                                 (520) 547-3510
              (Registrant's telephone number, including area code)

ITEM 5. OTHER EVENTS

On February 4, 2002, the Company issued a press release  announcing the death of
its President and Chief Executive Officer,  Luba Veselinovic.  It also announced
the Board of Directors' appointment of Elke Veselinovic, current Chief Financial
Officer and director,  to the offices of President and Chief Executive  Officer.
The Board also named Charles Green,  a current  director and member of the Audit
Committee, to the office of Chief Financial Officer and Reiner Becker, a current
director,  to the office of  Chairman  of the Board.  In  addition,  the Company
announced  the hiring of Thomas R.  Fritsch,  a chemical  engineer  with over 30
years  of  research  and  development   experience  in  petroleum  refining  and
petrochemical industries, as Director of Research and Development. A copy of the
referenced  press  release is attached  as Exhibit  99.2 to this Form 8-K and is
incorporated herein by reference.

ITEM 7. EXHIBITS

Exhibit No.           Description of Exhibit
- -----------           ----------------------

99.2                  Press Release dated February 4, 2002.

                                    SIGNATURE

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


                                       NUPRO INNOVATIONS INC.


Date:  February 4, 2002                By: /s/ Elke Veselinovic
       -------------------                 -------------------------------------
                                           Elke Veselinovic
                                           President and Chief Executive Officer

EX-99.2

                                                                    Exhibit 99.2


Reiner Becker
Chairman of the Board
(520) 547-3510
nuinnovat@nuproinnovations.com


                              FOR IMMEDIATE RELEASE

NUPRO INNOVATIONS INC. ANNOUNCES DEATH OF PRESIDENT AND CEO AND APPOINTMENT OF
NEW OFFICERS AND CHAIRMAN OF THE BOARD.

     TUCSON,  Ariz.  (February 4, 2002).  Nupro  Innovations  Inc. (OTC BB:NUPP)
today  announced  the  unexpected  death of its  President  and Chief  Executive
Officer,  Luba  Veselinovic.  Mr.  Veselinovic  was in transit to the  Company's
manufacturing  facilities  in  Guaymas,  Mexico  when he was  killed  in an auto
accident in the early morning hours of January 30th. At a Special Meeting of the
Board of Directors  held on February 2, 2002,  the board  unanimously  appointed
Elke Veselinovic,  current Chief Financial Officer and director,  to the offices
of President and Chief Executive Officer.  The Board also named Charles Green, a
current  director  and  member of the Audit  Committee,  to the  office of Chief
Financial  Officer  and  Reiner  Becker,  a current  director,  to the office of
Chairman of the Board.

     Nupro  Innovations  also announces that it has hired Thomas R. Fritsch,  as
Director of  Research  and  Development.  Mr.  Fritsch has over thirty  years of
experience  in the research,  development,  and  commercialization  of petroleum
refining and petrochemical  products.  Prior to joining NuPro  Innovations,  Mr.
Fritsch was employed by UOP, a privately  held  corporation,  from 1962 to 1999,
where he  developed  and  licensed  technology  for the  petroleum  refining and
petrochemical  industries.  Mr.  Fritsch  currently  holds  the  rights  to nine
patents. Mr. Fritsch is a graduate of the Illinois Institute of Technology where
he earned a bachelor of science in Chemical Engineering in 1962.

     "We are deeply  saddened  by the death of our  founder  and  friend,"  said
Reiner Becker, Chairman of the Board. "Luba served the company well and has laid
a solid  foundation  for our future.  Elke's deep knowledge of Luba's vision and
business  philosophy,  Charles Green's  increasing role in the Company,  and the
addition of Mr.  Fritsch,  with his extensive  experience in the  development of
petrochemical   products,   will  allow  us  to   continue   our   strategy   of
commercializing our products without interruption."

     This release may contain forward-looking  statements that involve risks and
uncertainties.  These statements may differ materially from actual future events
or results.  Readers are referred to the documents filed by the Company with the
Securities and Exchange Commission, specifically the most recent reports on Form
10-K and 10-Q, and as amended,  which identify important risk factors that could
cause  actual  results to differ  from those  contained  in the  forward-looking
statements, including potential fluctuations in operating results, dependence on
new product developments,  rapid technological and market changes, manufacturing
risks,  volatility of the Company's stock price, financial risk management,  and
future growth subject to risks.