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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.
------------------------------
(Name of Issuer)
Common Stock
------------------------------
(Title of Class of Securities)
670575109
--------------
(CUSIP Number)
Luba Veselinovic
NuPro Innovations, Inc.
5151 E. Broadway Blvd, Suite 730
Tucson, AZ 85711
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 7, 2000
-------------------------------------------------------
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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
- --------------------- -------------------
CUSIP NO. 670575109 PAGE 2 OF 7 PAGES
- --------------------- -------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Luba Veselinovic
--------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
--------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
--------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------
6 CITZENSHIP OR PLACE OF ORGANIZATION
Canada
--------------------------------------------------------------------------
7 SOLE VOTING POWER
2,799,213
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 440,970
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,799,213
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
440,970
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,240,183
--------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.68%
--------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------
*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>
SCHEDULE 13D
- --------------------- -------------------
CUSIP NO. 670575109 PAGE 3 OF 7 PAGES
- --------------------- -------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Krida Overseas Investments Trading Limited
--------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
--------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
--------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------
6 CITZENSHIP OR PLACE OF ORGANIZATION
Cyprus
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7 SOLE VOTING POWER
2,784,213
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,784,213
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,784,213
--------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.07%
--------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
--------------------------------------------------------------------------
*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>
SCHEDULE 13D
- --------------------- -------------------
CUSIP NO. 670575109 PAGE 4 OF 7 PAGES
- --------------------- -------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Elke Veselinovic
--------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
--------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
--------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------
6 CITZENSHIP OR PLACE OF ORGANIZATION
Canada
--------------------------------------------------------------------------
7 SOLE VOTING POWER
440,970
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,799,213
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 440,970
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
2,799,213
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,240,183
--------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.68%
--------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------
*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 being filed by Luba Veselinovic, a Canadian citizen.
Mr. Veselinovic's business address is 5151 E. Broadway, Suite 730, Tucson,
Arizona 85711. Mr. Veselinovic is the Chief Executive Officer and President of
the Company and is the husband of Elke Veselinovic. The address of the Company
is 5151 E. Broadway, Suite 730, Tucson, Arizona 85711. Mr. Veselinovic has not
during the last five years been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors). In addition, Mr. Veselinovic has
not been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction which would make him 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.
This Schedule 13D is also being filed by Krida Overseas Investments Trading
Limited, a Cyprus holding company ("Krida Overseas"), whose principal address is
c/o NuPro Innovations Inc. 5151 E. Broadway, Suite 730, Tucson, Arizona 85711.
Krida Overseas has not during the last five years been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors). In addition,
Krida Overseas 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. Krida Overseas is controlled by Luba
Veselinovic, President and Chief Executive Officer of the Company.
This Schedule 13D is also being filed by Elke Veselinovic, a Canadian
citizen. Mrs. Veselinovic's business address is 5151 E. Broadway, Suite 730,
Tucson, Arizona 85711. Mrs. Veselinovic is Treasurer of the Company and is also
the wife of Luba Veselinovic. The address of the Company is 5151 E. Broadway,
Suite 730, Tucson, Arizona 85711. Mrs. Veselinovic has not during the last five
years been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors). In addition, Mrs. Veselinovic has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
which would make her 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.
ITEMS 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Luba Veselinovic (through Krida Overseas) acquired the shares of Common
Stock in connection with the Company's acquisition of substantially all of the
assets of TrucTech, Inc., a Georgia corporation, effective as of December 1,
1998. In addition, Mr. Veselinovic also holds an option to purchase 15,000
shares of Common Stock of the Company acquired in consideration for his service
on the Company's Advisory Council.
Krida Overseas acquired the shares of Common Stock in connection with the
Company's acquisition of substantially all of the assets of TrucTech, Inc., a
Georgia corporation, effective as of December 1, 1998.
5
<PAGE>
Elke Veselinovic (through the Veselinovic Children's Trust) acquired the
shares of Common Stock in connection with the Company's acquisition of
substantially all of the assets of TrucTech, Inc., a Georgia corporation,
effective as of December 1, 1998. In addition, Mrs. Veselinovic also holds an
option to purchase 25,000 shares of Common Stock of the Company acquired in
consideration for her service on the Company's Board of Directors.
ITEM 4. PURPOSE OF TRANSACTION
Luba Veselinovic (through Krida Overseas) holds the Common Stock described
herein for investment purposes.
Krida Overseas holds the Common Stock described herein for investment
purposes.
Elke Veselinovic (through the Veselinovic Children's Trust) holds the
Common Stock described herein for investment purposes.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Luba Veselinovic beneficially owns an aggregate of 3,240,183 shares
consisting of (i) 2,784,213 shares owned by Krida Overseas, which Mr.
Veselinovic controls, and as a result, Mr. Veselinovic holds dispositive and
voting power with respect to such securities, (ii) 15,000 shares held pursuant
to a stock option, (iii) 415,970 shares owned by the Veselinovic Children's
Trust (Elke Veselinovic is the trustee of the Veselinovic Children's Trust and
holds dispositive and voting power with respect to such securities), and (iv)
25,000 shares pursuant to a stock option held by Elke Veselinovic, or
approximately 25.68% of the Company.
Krida Overseas beneficially owns an aggregate of 2,784,213 shares, or
approximately 22.07% of the Company.
Elke Veselinovic beneficially owns an aggregate of 3,240,183 shares
consisting of (i) 415,970 shares owned by the Veselinovic Children's Trust (Mrs.
Veselinovic is the trustee of the Veselinovic Children's Trust and holds
dispositive and voting power with respect to such securities), (ii) 25,000
shares pursuant to a stock option held by Mrs. Veselinovic, (iii) 2,784,213
shares owned by Krida Overseas, which Luba Veselinovic controls, and as a
result, Mr. Veselinovic holds dispositive and voting power with respect to such
securities, and (iv) 15,000 shares held pursuant to a stock option, or
approximately 25.68% of the Company.
(b) Mr. Veselinovic has the sole power to vote and to dispose of the
2,799,213 shares.
Elke Veselinovic has the sole power to vote and to dispose of the 440,970
shares.
(c) Except as set forth in Item 3, neither Mr. Veselinovic, Mrs. Elke
Veselinovic nor Krida Overseas has effected any transaction in securities of the
Company during the past sixty (60) days.
(d) Not applicable.
(e) Not applicable.
6
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
In May 1999, Luba Veselinovic entered into an agreement (on behalf of Krida
Overseas and the Veselinovic Children's Trust) with Gary Fitchett, personally
and on behalf of the Fitchett Family Trust, Pinecrest Consultants, Inc., and
Management Synergistics to purchase 1,000,000 shares of the Company's Common
Stock controlled by Mr. Fitchett for the aggregate price of $500,000. Upon
closing of the transaction, which has not occurred to date, $250,000 of the
purchase price is payable with the remaining $250,000 balance payable by a
promissory note to be co-signed by Luba Veselinovic and the Company. The parties
anticipate that the promissory note will be payable according to the following
schedule:
MONTHLY ANNUAL
------- ------
Year one $ 2,500 $ 30,000
Year two 5,000 60,000
Year three 7,500 90,000
Year four 10,000 70,000
--------
$250,000
========
In the event that the note is not fully paid by August 31, 2004, the
500,000 shares shall be returned to Mr. Fitchett.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Agreement dated May 24, 1999 between Luba Veselinovic, personally, and
NuPro Innovations Inc. and Gary A. Fitchett, personally and on behalf of
Fitchett Family Trust, Pinecrest Consultants, Inc. and Management Synergistics.
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.
/s/ Luba Veselinovic
- ------------------------------------------
Luba Veselinovic
KRIDA OVERSEAS INVESTMENTS TRADING LIMITED
By: /s/ Luba Veselinovic
---------------------------------------
Name: Luba Veselinovic
Its: Authorized Representative
/s/ Elke Veselinovic
- ------------------------------------------
Elke Veselinovic
Dated: February 17, 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)
7
AGREEMENT, May 24, 1999
Luba Veselinovic, personally, and NuPro Innovations Inc.
("Veselinovic")
and
Gary A. Fitchett, personally and on behalf of Fitchett Family Trust,
Pinecrest Consultants, Inc. and Management Synergistics ("Fitchett")
WHEREAS NuPro Innovations, Inc. ("NuPro") has achieved required financing for
development of the business, and the role of Fitchett therein is substantially
completed, the following is an Agreement reached today between Veselinovic and
Fitchett in respect of future relationships and working arrangements in respect
of NuPro, for good and valuable consideration, the receipt of which is hereby
acknowledged:
The following agreements shall take place effective June 1, 1999, subject to
closing which shall be contemplated to take place on or before June 21, 1999.
All amounts herein are in U.S. dollars, except as set forth in Section 6 below:
1. Fitchett to resign as Chairman of the Board, Director, President and Chief
Executive Officer. Fitchett to be considered for appointment as a member of
the NuPro Advisory Council.
2. Fitchett to sell to designates of Veselinovic, 1,000,000 shares of NuPro
for the aggregate price of $500,000, to be paid as follows:
Cash on closing $250,000
By unsecured promissory note, co-signed by purchaser, Veselinovic, and
NuPro, and payments on account to be made by check as follows
During year one $ 2,500 per month
During year two 5,000 per month
During year three 7,500 per month
During year four 10,000 per month 250,000
If payment is not made in full by
August 31, 2004, 500,000 shares to
be returned immediately to Fitchett
3. Existing Option Agreement for 25,000 shares to be retained in force until
expiry date of December 2002.
1
<PAGE>
4. Existing office facilities at 110 Ambleside Drive, Port Perry, Ontario to
be suspended as of June 1, 1999 and the employment of Adrienne Fitchett to
be terminated. Adrienne to be paid a severance allowance of $5,000 on May
31, 1999, being approximately equal to three months notice.
5. Repayment to be made in cash of Fitchett's Officer's Expenses of
approximately $25,000 and loans of Pinecrest Consultants Inc. of
approximately $15,000. A minimum of $10,000 to be paid on account by May
31, 1999.
6. Suitable repayment terms to be negotiated (to be received in full no later
than May 31, 2000) in respect of amounts owing in Canadian $ of approximate
amounts to:
Bank of Montreal $15,000
CIBC 45,000
Smith Lyons 27,000
BDO Dunwoody 7,500
and Fitchett personal guarantees of bank loans to be released.
7. Existing accrued management fees of approximately $175,000 to be deferred
and arrangements made for payment thereof on the earlier of:
* settlement of accrued management fees owing to Luba Veselinovic/NAFTA,
except that Veselinovic may draw these funds for payment of personal
obligations to Fitchett
* completion of a public offering of shares by NuPro Innovations Inc.
* profits earned during the year in excess of the required capital
expenditures of the year and dividends
8. Fitchett/Management Synergistics to be retained for consulting assignments
to assist NuPro from time to time as arranged with NuPro at the rate of
$500 per day plus expenses.
9. Escrow Shares held in the name of Gary A. Fitchett, in trust to be signed
off for disposition as previously agreed.
10. All corporate documents in the possession of Fitchett to be forwarded to
Tucson on or before closing.
11. 200,000 shares to be provided to Veselinovic to use for special
considerations at no change.
2
<PAGE>
This Agreement signed in Tucson, Arizona and is subject to the laws of
Arizona.
/s/ Luba Veselinovic /s/ Gary A. Fitchett
- ------------------------------- -------------------------------
Luba Veselinovic Gary A. Fitchett
NuPro Innovations Inc. Pinecrest Consultants Inc.
Management Synerigistics
/s/ Elke Veselinovic Fitchett Family Trust
- -------------------------------
Per: Treasurer Per:
/s/ Gary A. Fitchett
-------------------------------
Witness:
/s/ Lawrence J. McEvoy, Jr.
- -------------------------------
