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OMB APPROVAL
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OMB Number: 3235-0145
Expires: August 31, 1999
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__)*
NuPro Innovations Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
670575109
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(CUSIP Number)
Bavaria Hotel Holding International GmbH
Denninger Str. 165, D-81925
Munich, Germany
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 7, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. Seess.240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes.)
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 670575109 PAGE 2 OF 4 PAGES
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1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bavaria Hotel Holding International GmbH
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITZENSHIP OR PLACE OF ORGANIZATION
Germany
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7 SOLE VOTING POWER
2,325,000
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,325,000
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,325,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.36%
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14 TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to shares of the common stock, $.001 par value
(the "Common Stock"), of NuPro Innovations Inc. (the "Company"). The principal
executive offices of the Company are located at 5151 E. Broadway Boulevard,
Suite 730, Tucson, Arizona 85711.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is also being filed by Bavaria Hotel Holding
International, a German holding company ("Bavaria Hotel"), whose principal
address is Denninger Str. 165, D-81925, Munich, Germany. Bavaria Hotel has not
during the last five years been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors). In addition, Bavaria Hotel has not
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction which would make it subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violations with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Bavaria Hotel acquired the shares of Common Stock in connection with the
Company's Regulation S Offering, which closed in July 1999. Of the shares
currently held by Bavaria Hotel, 775,000 shares are attributable to shares of
Common Stock subject to warrants currently exercisable.
ITEM 4. PURPOSE OF TRANSACTION
Bavaria Hotel holds the Common Stock described herein for investment
purposes.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Bavaria Hotel beneficially owns an aggregate of 2,325,000 shares, or
approximately 17.36% of the Company.
(b) Bavaria Hotel has the sole power to vote and to dispose of the 2,325,000
shares.
(c) Except as set forth in Item 3, Bavaria Hotel has effected any transaction
in securities of the Company during the past sixty (60) days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
BAVARIA HOTEL HOLDING INTERNATIONAL
By: /s/ Stefan Schorghuber /s/ Frank Behrenz
--------------------------------- ---------------------------------
Name: Stefan Schorghuber Frank Behrenz
Its:
Dated: March 6, 2000
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement; provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
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