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 16, 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  16,  2002,  the Board of  Directors  of the Company  accepted  the
resignation of Elke  Veselinovic to the offices of President and Chief Executive
Officer with the Company. The Board also unanimously approved the appointment of
Reiner Becker,  current  Chairman of the Board,  to the offices of President and
Chief Executive  Officer.  A copy of a press release announcing the foregoing is
attached  as  Exhibit  99.3  to this  Form  8-K and is  incorporated  herein  by
reference.

Item 7. Exhibits

Exhibit No.         Description of Exhibit
- -----------         ----------------------
99.3                Press Release dated February 20, 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 20, 2002                By: /s/ Reiner Becker
      ----------------------               -------------------------------------
                                           Reiner Becker
                                           President and Chief Executive Officer

EX-99.3

                                                                    Exhibit 99.3

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

                              FOR IMMEDIATE RELEASE

NUPRO  INNOVATIONS  INC.   ANNOUNCES   RESIGNATION  OF  PRESIDENT  AND  CEO  AND
APPOINTMENT OF NEW PRESIDENT AND CEO.

     TUCSON,  Ariz.  (February 20, 2002).  Nupro  Innovations Inc. (OTC BB:NUPP)
today  announces  the  resignation,   effective   February  16,  2002,  of  Elke
Veselinovic  to the  offices of  President  and Chief  Executive  Officer.  Mrs.
Veselinovic was appointed to such offices on February 2, 2002, upon the death of
her husband and former President and CEO of the company, Luba Veselinovic.  Mrs.
Veselinovic  communicated  her  desire to devote  time to her  family  and other
personal  matters.  At a  Special  Meeting  of the  Board of  Directors  held on
February 16, 2002, the board unanimously accepted Mrs. Veselinovic's resignation
and appointed  Reiner Becker,  current  Chairman of the Board, to the offices of
President and Chief Executive Officer.

     "We  understand  and fully  support  Elke's  priorities at this time," said
Reiner Becker,  Chairman of the Board, President and CEO. "Elke will continue to
provide her insight to the company in her  capacity as Director,  therefore,  we
will not lose her  experience  and vision to  continue  commercializing  NuPro's
products."

     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.