SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                               ----------------------

                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                       --------------------------------------
                                     NUTEK, INC.
              ------------------------------------------------------
              (Exact name of registrant as specified in its charter)

                  NEVADA                                    87-0374623
      ----------------------------------                 ----------------
      (State or other Jurisdiction                       (I.R.S. Employer
     of Incorporation or Organization)                 Identification No.)


           6330 McLeod Drive, Suite 1, Las Vegas NV        89120
          --------------------------------------------   ----------
            (Address of Principal Executive Offices)     (Zip Code)

                      --------------------------------------

                              LEGAL SERVICES AGREEMENT
                                (Full Title of Plan)

                      --------------------------------------

                               Murray N. Conradie
                             Chief Executive Officer
                           6330 McLeod Drive, Suite 1
                            Las Vegas, Nevada, 89120
                    (Name and Address of agent for service)

                              Tel (702) 262-2061
         -------------------------------------------------------------
         (Telephone Number, including area code, of agent for service)

                      --------------------------------------
                                    Copy to:
                           Law Offices of Neil J. Beller
                              7408 West Sahara Avenue
                              Las Vegas, Nevada 89117
                                  (702) 368-7767

                     --------------------------------------
                         CALCULATION OF REGISTRATION FEE
                     --------------------------------------


                                        PROPOSED    PROPOSED
                                        MAXIMUM     MAXIMUM
                                        OFFERING    AGGREGATE   AMOUNT OF
TITLE OF SECURITIES   AMOUNT TO BE      PRICE       OFFERING    REGISTRATION
TO BE REGISTERED      REGISTERED(1)     PER UNIT    PRICE       FEE (2)
=============================================================================

Common Stock,        1,458,333 shares    $0.06       $87,500    $0.00
par value
$.001 per share
=============================================================================


(1)    The  Offering  Price  is  used  solely  for  purposes  of estimating the
registration fee pursuant to Rules 457(c)and 457(h)promulgated  pursuant to the
Securities Act of 1933. The  Offering Price is estimated as the average  of the
previous five day bid and asked prices.

=============================================================================

                                       PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.   Plan Information.

ITEM 2.   Registrant Information and Employee Plan Annual Information.

Information  required by Part I to be contained in the Section 10(a) prospectus
is omitted from  this  registration statement in accordance with Rule 428 under
the Securities Act of 1933, as amended (the "Act"), and the Explanatory Note to
Part I of this Registration Statement on Form S-8.



                                       PART II

                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The contents of the  following  documents  filed by NUTEK, INC., a Nevada
corporation  ("Nutek" or the "Registrant"), with the  Securities  and  Exchange
Commission (the  "Commission")  are  hereby incorporated into this registration
statement ("Registration Statement") by reference:

      (i)   Registrant's Registration Statement on Form 10-SB filed pursuant to
Section 12(g) of the Securities Exchange  Act  of  1934,  as amended ("Exchange
Act"), dated January 24, 2000; and

       (ii)   Registrant's  quarterly reports on Form 10-QSB for  the  quarters
ended March 31, 2000, 2001, 2002;  June  30,  2000,  2001,  2002; September 30,
2000, 2001, 2002 and the annual reports for the years ended December  31,  2000
and December 31, 2001.

      All documents filed by us with the Commission pursuant to Sections 13(a),
13(c),  14 and 15(d) of the Exchange Act, subsequent to the filing date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration  Statement  which  indicates that all securities offered have
been sold or which registers all securities  then  remaining  unsold  shall  be
deemed to be incorporated by reference in this Registration Statement and to be
a  part  hereof from the date of filing such documents. We will provide without
charge to  each participant in the written compensation contracts, upon written
or oral request  of such person, a copy (without exhibits, unless such exhibits
are specifically incorporated  by  reference)  of  any  or all of the documents
incorporated by reference pursuant to this Item 3.

ITEM 4. DESCRIPTION OF SECURITIES

      Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

      Shares being registered herein are being issued to  the  Law  Offices  of
Neil  J.  Beller, Ltd, the Law Offices of Harold P. Gewerter, Esq., Ltd and the
Law Offices  of  Barry  K.  Rothman.   These  law  firms  are  the Registrant's
attorneys  of  record for legal services that are to be provided or  have  been
provided to the Registrant.  Neither the Registrant's Accountants nor any other
experts named in  the  registration statement have any equity or other interest
in the Registrant.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article XI of the Company's  Articles  of  Incorporation  for  the  Company  do
contain  provisions  for  indemnification  of  the  officers  and directors; in
addition,  Section  78.751 of the Nevada General Corporation Laws  provides  as
follows: 78.751 Indemnification  of  officers, directors, employees and agents;
advance of expenses.

1)   A corporation may indemnify any person  who  was  or  is  a  party  or  is
threatened  to  be made a party to any threatened, pending or completed action,
suit or proceeding,  whether  civil, criminal, administrative or investigative,
except 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 attorney's fees, judgments, fines
and  amounts  paid  in  settlement  actually  and reasonably incurred by him in
connection with the action, suitor proceeding if  he acted 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 no reasonable cause to believe his conduct  was  unlawful.  The
termination  of any action, suit or proceeding by judgment, order,  settlement,
conviction, or  upon  a plea of nolo contendere or its equivalent, does 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 that, with respect to any criminal  action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.

2.  A  corporation  may  indemnify  any  person  who  was  or  is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment  in  its favor
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 amounts paid  in
settlement  and  attorneys'  fees  actually  and  reasonably incurred by him in
connection with the defense or settlement of the action  or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation.  Indemnification  may not be made for
any  claim, issue or matter as to which such a person has been  adjudged  by  a
court of competent jurisdiction, after exhaustion of all appeals there from, to
be liable  to  the  corporation  or  for  amounts  paid  in  settlement  to the
corporation,  unless  and only to the extent that the court in which the action
or suit was brought or  other  court  of competent jurisdiction determines upon
application that in view of all the circumstances  of  the  case, the person is
fairly  and  reasonably entitled to indemnity for such expenses  as  the  court
deems proper.

3. To the extent  that  a director, officer, employee or agent of a corporation
has been successful on the  merits  or otherwise in defense of any action, suit
or proceeding referred to in subsections  1  and 2, or in defense of any claim,
issue  or matter therein, he must be indemnified  by  the  corporation  against
expenses, including attorneys' fees, actually and reasonably incurred by him in
connection with the defense.

4. Any indemnification  under subsections 1 and 2, unless ordered by a court or
advanced pursuant to subsection  5,  must  be  made  by the corporation only as
authorized  in the specific case upon a determination that  indemnification  of
the director,  officer,  employee or agent is proper in the circumstances.  The
determination must be made:  (a)  By  the  stockholders:  (b)  By  the board of
directors  by  majority  vote of a quorum consisting of directors who were  not
parties  to act, suit or proceeding;  (c)  If  a  majority  vote  of  a  quorum
consisting  of directors who were not parties to the act, suit or proceeding so
orders, by independent  legal  counsel in a written opinion; or (d) If a quorum
consisting of directors who were  not  parties  to  the act, suit or proceeding
cannot to obtained, by independent legal counsel in a written opinion; or

5.  The  articles  of  incorporation, the bylaws or an agreement  made  by  the
corporation may provide that the expenses of officers and directors incurred in
defending  a  civil or criminal,  suit  or  proceeding  must  be  paid  by  the
corporation as they are incurred and in advance of the final disposition of the
action, suit or  proceeding,  upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction  that  he  is not entitled to be indemnified by
corporation. The provisions of this subsection  do  not  affect  any  rights to
advancement  of  expenses to which corporate personnel other than the directors
or officers may be entitled under any contract or otherwise by law.

6. The indemnification  and advancement of expenses authorized in or ordered by
a court pursuant to this  section:  (a)  Does  not  exclude any other rights to
which  a  person  seeking indemnification or advancement  of  expenses  may  be
entitled under the  articles  of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors  or  otherwise, for either an action in
his  official  capacity  or an action in another  capacity  while  holding  his
office, except that indemnification,  unless  ordered  by  a  court pursuant to
subsection 2 or for the advancement of expenses made pursuant to  subsection 5,
may  not  be  made  to  or  on  behalf  of  any  director or officer if a final
adjudication  establishes  that  his  act  or  omissions  involved  intentional
misconduct, fraud or a knowing violation of the  law  and  was  material to the
cause  of action. (b) Continues for a person who has ceased to be  a  director,
officer,  employee  or agent and endures to the benefit of the heirs, executors
and administrators of such a person.

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors,  officers  and controlling persons of the Registrant
pursuant to the foregoing provisions, or  otherwise,  the  Registrant  has been
advised  that  in  the  opinion  of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In  the  event  that a claim for indemnification
against such liabilities (other than the payment  by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in  the successful defense of any action, suit or proceeding)  is  asserted  by
such  director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to  a court of
appropriate  jurisdiction  the question whether such indemnification by  it  is
against public policy as expressed  in  the Securities Act and will be governed
by the final adjudication of such issue.


ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not Applicable.

                                      5


ITEM 8.  EXHIBITS

Exhibit No.                Description of Exhibits

 3.1          Certificate of Incorporation of the Company (filed as
              Exhibit 3.a to the Company's Registration Statement on Form
              10-SB as filed with the Commission on January 24, 2000).
 3.2          Certificate of Amendment of the Certificate of Incorporation
              of the Company (filed as Exhibit 3.b to the Company's
              Registration Statement on Form 10-SB as filed with the
              Commission on January 24, 2000).
 3.3          Bylaws of the Company(filed as Exhibit 3.c to the Company's
              Registration Statement on Form 10-SB as filed with the
              Commission on January 24, 2000).
 4.1          Legal Services Contract with Neil J. Beller dated March 6,
              2003 for legal Services. (filed herewith).
 4.2          Legal Services Contract with Harold Gewerter dated February 28,
              2003 for legal Services. (filed herewith).
 4.3          Legal Services Contract with Barry K. Rothman. dated March 3,
              2003 (filed herewith).
 5.1          Opinion of Neil J. Beller. (filed herewith).
23.1          Consent of Gary V. Campbell, CPA, Ltd, Certified Public
              Accountants (filed herewith).
23.2          Consent of Neil J. Beller. (Included in Exhibit 5.1).

ITEM 9. UNDERTAKINGS

        (a)  UNDERTAKING TO UPDATE

        The undersigned Registrant hereby undertakes:

               (1) To file, during any period  in  which  offers  or  sales are
being made, a post-effective amendment to this Registration Statement to:

               (i) include any prospectus required by section 10(a)(3)  of  the
Securities Act;

               (ii) reflect in the prospectus any facts or events arising after
the effective date  of  the  Registration  Statement  (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information in the Registration Statement; and

             (iii) include any material information with respect to the plan of
distribution  not  previously disclosed in the Registration  Statement  or  any
material change to such information in the Registration Statement;

        PROVIDED, HOWEVER,  that  paragraphs  (a)(1)(i)  and  (a)(1)(ii) do not
apply if the information required to be included in a post-effective  amendment
by  those  paragraphs  is contained in periodic reports filed by the Registrant
pursuant to Section 13 or  15(d)  of  the  Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act")  that  are  incorporated  by reference  in  the
Registration Statement.

              (2) That, for the purpose of determining any  liability under the
Securities Act, each such post- effective amendment shall be deemed to be a new
registration  statement  relating  to the securities offered therein,  and  the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

              (3) To remove from registration  by  means  of  a  post-effective
amendment  any  of the securities being registered which remain unsold  at  the
termination of the offering.


        (b)  UNDERTAKING WITH RESPECT TO DOCUMENTS INCORPORATED BY REFERENCE

             The undersigned Registrant hereby undertakes that, for purposes of
determining  any liability  under  the  Securities  Act,  each  filing  of  the
Registrant's annual  report  pursuant  to section 13(a) or section 15(d) of the
Exchange Act that is incorporated by reference  in  this Registration Statement
shall be deemed to be a new registration statement relating  to  the securities
offered  therein,  and  the offering of such securities at that time  shall  be
deemed to be the initial BONA FIDE offering thereof.

        (c)   UNDERTAKING WITH RESPECT TO INDEMNIFICATION

              Insofar as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors, officers and controlling  persons
of  the  Registrant  pursuant  to  the  foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion  of the Securities and Exchange
Commission such indemnification is against public  policy  as  expressed in the
Securities Act and is, therefore, unenforceable. In the event that  a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by the
Registrant  of  expenses incurred or paid by a director, officer or controlling
person of the Registrant  in  the  successful  defense  of  any action, suit or
proceeding)  is  asserted  by such director, officer or controlling  person  in
connection with the securities being registered, the Registrant will, unless in
the  opinion  of  its  counsel the  matter  has  been  settled  by  controlling
precedent, submit to a court  of  appropriate jurisdiction the question whether
such  indemnification  by it is against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.

                             SIGNATURES

        Pursuant to the  requirements  of  the  Securities  Act  of  1933,  the
Registrant  certifies  that  it has reasonable grounds to believe that it meets
all of the requirements for filing  on  Form  S-8  and  has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Las Vegas, State of Nevada, on this 7th day of March, 2003.

                                            NUTEK, INC.

                                            By: /s/ Murray N. Conradie
                                            ---------------------------
                                            Murray N. Conradie
                                            CHIEF EXECUTIVE OFFICER


        In accordance with the requirements of the Securities Act of 1933, this
Registration  Statement  has  been  signed  by  the  following  persons  in the
capacities indicated and on this 7th day of March, 2003.


         SIGNATURE                             TITLE
         ---------                             -----
  /s/ Murray N. Conradie        Chief Executive Officer and Chairman
  --------------------------    of the Board (principal executive officer)
      Murray N. Conradie

  /s/ Jason F. Griffith, CPA    Chief Financial Officer and Corporate Secretary
  --------------------------    (Principal Financial and Accounting Officer)
      Jason F. Griffith, CPA

                                          7



                              INDEX TO EXHIBITS

Exhibit No.                Description of Exhibits

 3.1          Certificate of Incorporation of the Company (filed as
              Exhibit 3.a to the Company's Registration Statement on Form
              10-SB as filed with the Commission on January 24, 2000).
 3.2          Certificate of Amendment of the Certificate of Incorporation
              of the Company (filed as Exhibit 3.b to the Company's
              Registration Statement on Form 10-SB as filed with the
              Commission on January 24, 2000).
 3.3          Bylaws of the Company(filed as Exhibit 3.c to the Company's
              Registration Statement on Form 10-SB as filed with the
              Commission on January 24, 2000).
 4.1          Legal Services Contract with Neil J. Beller dated March 6,
              2003 for legal Services. (filed herewith).
 4.2          Legal Services Contract with Harold Gewerter dated February 28,
              2003 for legal Services. (filed herewith).
 4.3          Legal Services Contract with Barry K. Rothman. dated March 3,
              2003 (filed herewith).
 5.1          Opinion of Neil J. Beller. (filed herewith).
23.1          Consent of Gary V. Campbell, CPA, Ltd, Certified Public
              Accountants (filed herewith).
23.2          Consent of Neil J. Beller. (Included in Exhibit 5.1).


 TYPE:  EX-4 OTHERDOC
 DESCRIPTION:  LEGAL SERVICES AGREEMENT
 Exhibit 4.1


                              LEGAL SERVICES AGREEMENT
                               WITH NEIL J. BELLER

       This  legal services agreement ("Services Agreement") is made as of this
6th day of March,  2003,  by  and  between Neil J. Beller of the Law Offices of
Neil  J.  Beller,  Ltd.  of  7408  West Sahara  Avenue,  Las  Vegas,  NV  89117
("Consultant") and NUTEK, INC., of 6330  McLeod  Drive,  Suite 1, Las Vegas, NV
89120, (referred to herein as the "Company").

The Company's board members have unanimously agreed to retain  the  services of
Neil  J. Beller of the Law Offices of Neil J. Beller, Ltd. The Parties  hereto,
for good  and  valuable  consideration  the receipt and sufficiency of which is
hereby acknowledged, hereby agree as follows:


1.  Services.  The Company shall retain Neil J. Beller to assist in the process
of  shareholders  obtaining physical delivery  of  their  shares  from  various
brokerages  and  the  reconciliation  of  the  Company's  issued  shares.   The
Consultant shall agree to make himself available for the foregoing purposes and
devote such business  time  and  attention  thereto  as  it  shall determine is
required.

(certain  other  services  have  been  omitted  from  this  filing to  maintain
client/attorney confidentiality and business strategy confidentiality)

2.   Compensation.   As compensation for entering into this Services  Agreement
and for services to be  rendered  by  the Law Offices of Neil J. Beller and the
Law Offices of Harold P. Gewerter, consultants  shall be issued one million one
hundred and twenty five thousand (1,125,000) shares  of  the  Company's  common
stock,  par  value  $.001 per share.  The stock is to be issued pursuant to the
unanimous consent of  the  Company's  Board  of  Directors. The shares shall be
issued  and held in a third party escrow account as  a  retainer  to  guarantee
payment.  Should payments not be made in cash, Consultant may elect to instruct
escrow agent  to  sell  sufficient  shares  to  cover  any shortfalls up to the
outstanding amount owed for the services rendered.  The  Company  hereby agrees
to register the shares of common stock on a Form S-8 registration statement and
the  Company  shall  obtain  the  requisite  opinion  letter from its corporate
counsel as to the legality of such registration.

3.  Miscellaneous.

           3.1  Assignment. This Agreement is not transferable or assignable.

           3.2  Execution and Delivery of Agreement. Each  of the parties shall
be entitled to rely on delivery by fax transmission of an executed copy of this
agreement by the other party, and acceptance of such fax copies  shall create a
valid and binding agreement between the parties.

           3.3   Titles.  The  titles of the sections and subsections  of  this
agreement  are  for the convenience  of  reference  only  and  are  not  to  be
considered in construing this agreement.

           3.4   Severability.   The  invalidity  or  unenforceability  of  any
particular provision of this agreement  shall  not affect or limit the validity
or enforceability of the remaining provisions of this agreement.

           3.5   Entire  Agreement.  This  agreement   constitutes  the  entire
agreement  and understanding between the parties with respect  to  the  subject
matters  herein   and   supersedes   and  replaces  any  prior  agreements  and
understandings, whether oral or written,  between  them  with  respect  to such
matters.

          3.6   Counterparts.  This Agreement may be executed in any number  of
counterparts, each of which shall  be  an  original,  but all of which together
shall constitute one and the same instrument.


IN WITNESS WHEREOF, the parties hereto have duly executed  this Agreement as of
the date first above mentioned.


                                                NUTEK, INC.
                                                By: /s/ Murray N. Conradie
                                                ----------------------------
                                                Murray N. Conradie, CEO


  AGREED AND ACCEPTED
  By: /s/ Neil J. Beller
  -----------------------
  Neil J. Beller
  Law Offices of Neil J. Beller, Ltd.


 TYPE:  EX-4 OTHERDOC
 DESCRIPTION:  LEGAL SERVICES AGREEMENT
 Exhibit 4.2


                              LEGAL SERVICES AGREEMENT
                               WITH HAROLD P. GEWERTER

      This legal services agreement ("Services Agreement") is  made  as of this
28th  day  of  February,  2003,  by  and  between Harold P. Gewerter of the Law
Offices of Harold P. Gewerter, Esq., Ltd. of  228  South  fourth  Street, Suite
101,  Las  Vegas  NV  89101 ("Consultant") and NUTEK, INC., 6330 McLeod  Drive,
Suite 1, Las Vegas, NV 89120, (referred to herein as the "Company").

The Company's board members  have  unanimously agreed to retain the services of
Harold P. Gewerter of the Law Offices  of  Harold  P.  Gewerter, esq., Ltd. The
Parties hereto, for good and valuable consideration the receipt and sufficiency
of which is hereby acknowledged, hereby agree as follows:


1.   Services.   The  Company shall retain Harold Gewerter  to  assist  in  the
process of shareholders  obtaining  physical  delivery  of  their  shares  from
various  brokerages and the reconciliation of the Company's issued shares.  The
Consultant shall agree to make himself available for the foregoing purposes and
devote such  business  time  and  attention  thereto  as  it shall determine is
required.

(certain  other  services  have  been  omitted  from  this filing  to  maintain
client/attorney confidentiality and business strategy confidentiality)

2.   Compensation.  As compensation for entering into this  Services  Agreement
and for  services  to  be rendered by the Law Offices of Neil J. Beller and the
Law Offices of Harold P.  Gewerter, consultants shall be issued one million one
hundred and twenty five thousand  (1,125,000)  shares  of  the Company's common
stock, par value $.001 per share.  The stock is to be issued  pursuant  to  the
unanimous  consent  of  the  Company's  Board of Directors. The shares shall be
issued and held in a third party escrow account  as  a  retainer  to  guarantee
payment.  Should payments not be made in cash, Consultant may elect to instruct
escrow  agent  to  sell  sufficient  shares  to  cover any shortfalls up to the
outstanding amount owed for the services rendered.   The  Company hereby agrees
to register the shares of common stock on a Form S-8 registration statement and
the  Company  shall  obtain  the  requisite opinion letter from  its  corporate
counsel as to the legality of such registration.

3.  Miscellaneous.

           3.1  Assignment. This Agreement is not transferable or assignable.

           3.2  Execution and Delivery  of Agreement. Each of the parties shall
be entitled to rely on delivery by fax transmission of an executed copy of this
agreement by the other party, and acceptance  of such fax copies shall create a
valid and binding agreement between the parties.

           3.3   Titles. The titles of the sections  and  subsections  of  this
agreement are for  the  convenience  of  reference  only  and  are  not  to  be
considered in construing this agreement.

            3.4   Severability.  The  invalidity  or  unenforceability  of  any
particular provision  of  this agreement shall not affect or limit the validity
or enforceability of the remaining provisions of this agreement.

           3.5   Entire  Agreement.   This  agreement  constitutes  the  entire
agreement and understanding between the  parties  with  respect  to the subject
matters   herein   and   supersedes  and  replaces  any  prior  agreements  and
understandings, whether oral  or  written,  between  them  with respect to such
matters.

          3.6  Counterparts. This Agreement may be executed in  any  number  of
counterparts,  each  of  which  shall be an original, but all of which together
shall constitute one and the same instrument.


IN WITNESS WHEREOF, the parties hereto  have duly executed this Agreement as of
the date first above mentioned.


                                                NUTEK, INC.
                                                By: /s/ Murray N. Conradie
                                                ----------------------------
                                                Murray N. Conradie, CEO


  AGREED AND ACCEPTED
  By: /s/ Harold P. Gewerter
  -----------------------
  Harold P. Gewerter
  Law Offices of Harold P. Gewerter, Esq., Ltd.


 TYPE:  EX-4 OTHERDOC
 DESCRIPTION:  LEGAL SERVICES AGREEMENT
 Exhibit 4.3


                              LEGAL SERVICES AGREEMENT
                               WITH BARRY K. ROTHMAN

      This legal services agreement ("Services  Agreement")  is made as of this
3rd  day  of March 2003, by and  between  Barry K. Rothman of  the  Law Offices
of Barry K. Rothman of 1880 Century Park East, Suite 615, Los Angeles, CA 90067
("Consultant")  and  NUTEK,  INC.,  6330  McLeod Drive, Suite 1, Las Vegas,  NV
89120, (referred to herein as the "Company").

The Company's board members have previously  unanimously  agreed  to retain the
services  of  Barry  K.  Rothman  of  the Law Offices of Barry K. Rothman.  The
Parties hereto, for good and valuable consideration the receipt and sufficiency
of which is hereby acknowledged, hereby agree as follows:


1.  Services.  The Company previously retained  Barry  K.  Rothman  to  provide
legal  representation  for  the Company.  The Consultant agreed to make himself
available for those services  and  shall  agree  to  make himself available for
additional  foregoing  purposes  and devote such business  time  and  attention
thereto as it shall determine is required.

(certain  other  services  have been  omitted  from  this  filing  to  maintain
client/attorney confidentiality and business strategy confidentiality)

2.  Compensation.  As compensation  for  entering  into this Services Agreement
and  for  services  already  rendered Barry K. Rothman shall  be  issued  three
hundred and thirty three thousand  three  hundred  and  thirty  three (333,333)
shares of the Company's common stock, par value $.001 per share.   The stock is
to  be  issued  pursuant  to  the  unanimous consent of the Company's Board  of
Directors. The shares shall be issued  to  Barry K. Rothman and held in a third
party  escrow  account  as  a retainer to guarantee  payment.   Should  monthly
payments not be made in cash,  Consultant may elect to instruct escrow agent to
sell sufficient shares to cover  any  shortfalls  up  to the outstanding amount
owed  for  that  month.  The Company hereby agrees to register  the  shares  of
common stock on a  Form S-8 registration statement and the Company shall obtain
the requisite opinion  letter  from its corporate counsel as to the legality of
such registration.

3.  Miscellaneous.

           3.1  Assignment. This Agreement is not transferable or assignable.

           3.2  Execution and Delivery  of Agreement. Each of the parties shall
be entitled to rely on delivery by fax transmission of an executed copy of this
agreement by the other party, and acceptance  of such fax copies shall create a
valid and binding agreement between the parties.

           3.3   Titles. The titles of the sections  and  subsections  of  this
agreement are for  the  convenience  of  reference  only  and  are  not  to  be
considered in construing this agreement.

            3.4   Severability.  The  invalidity  or  unenforceability  of  any
particular provision  of  this agreement shall not affect or limit the validity
or enforceability of the remaining provisions of this agreement.

           3.5   Entire  Agreement.   This  agreement  constitutes  the  entire
agreement and understanding between the  parties  with  respect  to the subject
matters   herein   and   supersedes  and  replaces  any  prior  agreements  and
understandings, whether oral  or  written,  between  them  with respect to such
matters.

          3.6  Counterparts. This Agreement may be executed in  any  number  of
counterparts,  each  of  which  shall be an original, but all of which together
shall constitute one and the same instrument.


IN WITNESS WHEREOF, the parties hereto  have duly executed this Agreement as of
the date first above mentioned.


                                                NUTEK, INC.
                                                By: /s/ Murray N. Conradie
                                                ----------------------------
                                                Murray N. Conradie, CEO


  AGREED AND ACCEPTED
  By: /s/ Barry K. Rothman
  -----------------------
  Barry K. Rothman
  Law Offices of Barry K. Rothman


 TYPE:  EX-5 OTHERDOC
 SEQUENCE:  6
 DESCRIPTION:  OPINION ON LEGALITY


Law Offices of Neil J. Beller
7408 West Sahara Avenue
Las Vegas, Nevada 89117
(702) 368-7767

March 7, 2003

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

     Nutek, Inc.
     Registration Statement on Form S-8

Gentlemen:

        We are acting as special counsel  to  Nutek, Inc., a Nevada corporation
(the  "Company"),  in  connection  with the preparation  for  filing  with  the
Securities and Exchange Commission of  a  Registration  Statement  on  Form S-8
("Registration  Statement") under the Securities Act of 1933, as amended.   The
Registration  Statement   relates  to  the  registration  of  1,458,333  shares
("Shares") of the Company's  common  stock,  par value $.001 per share ("Common
Stock"), which may be issued to Neil J. Beller  of  the  Law Offices of Neil J.
Beller, Harold P. Gewerter of the Law Offices of Harold P.  Gewerter, Esq., Ltd
and  Barry  K. Rothman of the Law Offices of Barry K. Rothman pursuant  to  the
respective Legal  Services  Contracts  (the  "Legal Services Agreements") dated
March 6, 2003, February 28, 2003 and March 3, 2003 respectively.

         We have examined the Service Agreement  and  such  corporate  records,
documents,  instruments and certificates of the Company, and have reviewed such
other documents  as  we  have deemed relevant under the circumstances.  In such
examination, we have assumed without independent investigation the authenticity
of  all  documents submitted  to  us  as  originals,  the  genuineness  of  all
signatures,  the  legal  capacity of all natural persons, and the conformity of
any
documents submitted to us  as  copies  to  their  respective  originals.  As to
certain  questions  of  fact  material  to this opinion, we have relied without
independent investigation upon statements  or  certificates of public officials
and officers of the Company.

     Based upon and subject to the foregoing, we  are  of  the opinion that the
Shares, when issued in accordance with the Plans, will be legally issued, fully
paid and non-assessable.

      In  connection  with  this  opinion,  we  have  examined the Registration
Statement, the Company's Articles of Incorporation and  By-laws, and such other
documents  as  we  have  deemed  necessary to enable us to render  the  opinion
hereinafter expressed.

     We render no opinion as to the  laws  of  any  jurisdiction other than the
internal laws of the State of Nevada.

      We  hereby  consent  to  the use of this opinion as  an  exhibit  to  the
Registration Statement and to the  reference  to  our  name  under  the caption
"Legal Opinions" in the prospectus included in the Registration Statement.

      This opinion is conditioned upon the compliance by the Company  with  all
applicable provisions of the Securities Act of 1933, as amended, and such state
securities rules, regulations and laws as may be applicable.

Very truly yours,

/s/ Neil J. Beller
-----------------------------------
Neil J. Beller




 TYPE:  EX-23 OTHERDOC
 SEQUENCE:  7
 DESCRIPTION:  CONSENT OF EXPERTS


                   CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS


Gary V.Campbell, CPA, Ltd

To Whom It May Concern:

We  consent  to  the  reference  to our firm under the caption "Experts" in the
Registration Statement (Form S-8) which grants an aggregate of 1,458,333 Shares
of Common stock of Nutek, Inc., under  a  certain "Compensation Agreement" with
Neil J. Beller of the Law Offices of Neil J.  Beller, Harold P. Gewerter of the
Law Offices of Harold P. Gewerter, Esq., Ltd and  Barry  K.  Rothman of the Law
Offices  of Barry K. Rothman and to the incorporation by reference  therein  of
the  consolidated   financial   statements  of  the  Company  included  in  its
Registration Statement and the quarterly  reports filed with the Securities and
Exchange Commission.


/s/ Gary V. Campbell
-------------------------
Gary V. Campbell, CPA, Ltd
March 7, 2003
[{"type": "S-8", "sequence": "1", "filename": "m8s030307.txt", "description": "S-8", "secsgml_size_bytes": 38748}]
{"company-data": {"conformed-name": "NUTEK INC", "cik": "0000795824", "assigned-sic": "5735", "irs-number": "870374623", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-103703", "film-number": "03598001"}, "business-address": {"street1": "6330 MCLEOD DRIVE, SUITE 1", "city": "LAS VEGAS", "state": "NV", "zip": "89120", "phone": "7022622061"}, "mail-address": {"street1": "6330 MCLEOD DRIVE, SUITE 1", "city": "LAS VEGAS", "state": "NV", "zip": "89120"}}
SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                               ----------------------

                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                       --------------------------------------
                                     NUTEK, INC.
              ------------------------------------------------------
              (Exact name of registrant as specified in its charter)

                  NEVADA                                    87-0374623
      ----------------------------------                 ----------------
      (State or other Jurisdiction                       (I.R.S. Employer
     of Incorporation or Organization)                 Identification No.)

           6330 McLeod Drive, Suite 1, Las Vegas NV        89120
          --------------------------------------------   ----------
            (Address of Principal Executive Offices)     (Zip Code)

                      --------------------------------------

                              LEGAL SERVICES AGREEMENT
                                (Full Title of Plan)

                      --------------------------------------

                               Murray N. Conradie
                             Chief Executive Officer
                           6330 McLeod Drive, Suite 1
                            Las Vegas, Nevada, 89120
                    (Name and Address of agent for service)

                              Tel (702) 262-2061
         -------------------------------------------------------------
         (Telephone Number, including area code, of agent for service)

                      --------------------------------------
                                    Copy to:
                           Law Offices of Neil J. Beller
                              7408 West Sahara Avenue
                              Las Vegas, Nevada 89117
                                  (702) 368-7767

                     --------------------------------------
                         CALCULATION OF REGISTRATION FEE
                     --------------------------------------

                                        PROPOSED    PROPOSED
                                        MAXIMUM     MAXIMUM
                                        OFFERING    AGGREGATE   AMOUNT OF
TITLE OF SECURITIES   AMOUNT TO BE      PRICE       OFFERING    REGISTRATION
TO BE REGISTERED      REGISTERED(1)     PER UNIT    PRICE       FEE (2)
=============================================================================

Common Stock,        1,458,333 shares    $0.06       $87,500    $0.00
par value
$.001 per share
=============================================================================

(1)    The  Offering  Price  is  used  solely  for  purposes  of estimating the
registration fee pursuant to Rules 457(c)and 457(h)promulgated  pursuant to the
Securities Act of 1933. The  Offering Price is estimated as the average  of the
previous five day bid and asked prices.

=============================================================================

                                       PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.   Plan Information.

ITEM 2.   Registrant Information and Employee Plan Annual Information.

Information  required by Part I to be contained in the Section 10(a) prospectus
is omitted from  this  registration statement in accordance with Rule 428 under
the Securities Act of 1933, as amended (the "Act"), and the Explanatory Note to
Part I of this Registration Statement on Form S-8.

                                       PART II

                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The contents of the  following  documents  filed by NUTEK, INC., a Nevada
corporation  ("Nutek" or the "Registrant"), with the  Securities  and  Exchange
Commission (the  "Commission")  are  hereby incorporated into this registration
statement ("Registration Statement") by reference:

      (i)   Registrant's Registration Statement on Form 10-SB filed pursuant to
Section 12(g) of the Securities Exchange  Act  of  1934,  as amended ("Exchange
Act"), dated January 24, 2000; and

       (ii)   Registrant's  quarterly reports on Form 10-QSB for  the  quarters
ended March 31, 2000, 2001, 2002;  June  30,  2000,  2001,  2002; September 30,
2000, 2001, 2002 and the annual reports for the years ended December  31,  2000
and December 31, 2001.

      All documents filed by us with the Commission pursuant to Sections 13(a),
13(c),  14 and 15(d) of the Exchange Act, subsequent to the filing date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration  Statement  which  indicates that all securities offered have
been sold or which registers all securities  then  remaining  unsold  shall  be
deemed to be incorporated by reference in this Registration Statement and to be
a  part  hereof from the date of filing such documents. We will provide without
charge to  each participant in the written compensation contracts, upon written
or oral request  of such person, a copy (without exhibits, unless such exhibits
are specifically incorporated  by  reference)  of  any  or all of the documents
incorporated by reference pursuant to this Item 3.

ITEM 4. DESCRIPTION OF SECURITIES

      Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

      Shares being registered herein are being issued to  the  Law  Offices  of
Neil  J.  Beller, Ltd, the Law Offices of Harold P. Gewerter, Esq., Ltd and the
Law Offices  of  Barry  K.  Rothman.   These  law  firms  are  the Registrant's
attorneys  of  record for legal services that are to be provided or  have  been
provided to the Registrant.  Neither the Registrant's Accountants nor any other
experts named in  the  registration statement have any equity or other interest
in the Registrant.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article XI of the Company's  Articles  of  Incorporation  for  the  Company  do
contain  provisions  for  indemnification  of  the  officers  and directors; in
addition,  Section  78.751 of the Nevada General Corporation Laws  provides  as
follows: 78.751 Indemnification  of  officers, directors, employees and agents;
advance of expenses.

1)   A corporation may indemnify any person  who  was  or  is  a  party  or  is
threatened  to  be made a party to any threatened, pending or completed action,
suit or proceeding,  whether  civil, criminal, administrative or investigative,
except 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 attorney's fees, judgments, fines
and  amounts  paid  in  settlement  actually  and reasonably incurred by him in
connection with the action, suitor proceeding if  he acted 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 no reasonable cause to believe his conduct  was  unlawful.  The
termination  of any action, suit or proceeding by judgment, order,  settlement,
conviction, or  upon  a plea of nolo contendere or its equivalent, does 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 that, with respect to any criminal  action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.

2.  A  corporation  may  indemnify  any  person  who  was  or  is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment  in  its favor
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 amounts paid  in
settlement  and  attorneys'  fees  actually  and  reasonably incurred by him in
connection with the defense or settlement of the action  or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation.  Indemnification  may not be made for
any  claim, issue or matter as to which such a person has been  adjudged  by  a
court of competent jurisdiction, after exhaustion of all appeals there from, to
be liable  to  the  corporation  or  for  amounts  paid  in  settlement  to the
corporation,  unless  and only to the extent that the court in which the action
or suit was brought or  other  court  of competent jurisdiction determines upon
application that in view of all the circumstances  of  the  case, the person is
fairly  and  reasonably entitled to indemnity for such expenses  as  the  court
deems proper.

3. To the extent  that  a director, officer, employee or agent of a corporation
has been successful on the  merits  or otherwise in defense of any action, suit
or proceeding referred to in subsections  1  and 2, or in defense of any claim,
issue  or matter therein, he must be indemnified  by  the  corporation  against
expenses, including attorneys' fees, actually and reasonably incurred by him in
connection with the defense.

4. Any indemnification  under subsections 1 and 2, unless ordered by a court or
advanced pursuant to subsection  5,  must  be  made  by the corporation only as
authorized  in the specific case upon a determination that  indemnification  of
the director,  officer,  employee or agent is proper in the circumstances.  The
determination must be made:  (a)  By  the  stockholders:  (b)  By  the board of
directors  by  majority  vote of a quorum consisting of directors who were  not
parties  to act, suit or proceeding;  (c)  If  a  majority  vote  of  a  quorum
consisting  of directors who were not parties to the act, suit or proceeding so
orders, by independent  legal  counsel in a written opinion; or (d) If a quorum
consisting of directors who were  not  parties  to  the act, suit or proceeding
cannot to obtained, by independent legal counsel in a written opinion; or

5.  The  articles  of  incorporation, the bylaws or an agreement  made  by  the
corporation may provide that the expenses of officers and directors incurred in
defending  a  civil or criminal,  suit  or  proceeding  must  be  paid  by  the
corporation as they are incurred and in advance of the final disposition of the
action, suit or  proceeding,  upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction  that  he  is not entitled to be indemnified by
corporation. The provisions of this subsection  do  not  affect  any  rights to
advancement  of  expenses to which corporate personnel other than the directors
or officers may be entitled under any contract or otherwise by law.

6. The indemnification  and advancement of expenses authorized in or ordered by
a court pursuant to this  section:  (a)  Does  not  exclude any other rights to
which  a  person  seeking indemnification or advancement  of  expenses  may  be
entitled under the  articles  of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors  or  otherwise, for either an action in
his  official  capacity  or an action in another  capacity  while  holding  his
office, except that indemnification,  unless  ordered  by  a  court pursuant to
subsection 2 or for the advancement of expenses made pursuant to  subsection 5,
may  not  be  made  to  or  on  behalf  of  any  director or officer if a final
adjudication  establishes  that  his  act  or  omissions  involved  intentional
misconduct, fraud or a knowing violation of the  law  and  was  material to the
cause  of action. (b) Continues for a person who has ceased to be  a  director,
officer,  employee  or agent and endures to the benefit of the heirs, executors
and administrators of such a person.

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors,  officers  and controlling persons of the Registrant
pursuant to the foregoing provisions, or  otherwise,  the  Registrant  has been
advised  that  in  the  opinion  of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In  the  event  that a claim for indemnification
against such liabilities (other than the payment  by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in  the successful defense of any action, suit or proceeding)  is  asserted  by
such  director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to  a court of
appropriate  jurisdiction  the question whether such indemnification by  it  is
against public policy as expressed  in  the Securities Act and will be governed
by the final adjudication of such issue.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not Applicable.

                                      5

ITEM 8.  EXHIBITS

Exhibit No.                Description of Exhibits

 3.1          Certificate of Incorporation of the Company (filed as
              Exhibit 3.a to the Company's Registration Statement on Form
              10-SB as filed with the Commission on January 24, 2000).
 3.2          Certificate of Amendment of the Certificate of Incorporation
              of the Company (filed as Exhibit 3.b to the Company's
              Registration Statement on Form 10-SB as filed with the
              Commission on January 24, 2000).
 3.3          Bylaws of the Company(filed as Exhibit 3.c to the Company's
              Registration Statement on Form 10-SB as filed with the
              Commission on January 24, 2000).
 4.1          Legal Services Contract with Neil J. Beller dated March 6,
              2003 for legal Services. (filed herewith).
 4.2          Legal Services Contract with Harold Gewerter dated February 28,
              2003 for legal Services. (filed herewith).
 4.3          Legal Services Contract with Barry K. Rothman. dated March 3,
              2003 (filed herewith).
 5.1          Opinion of Neil J. Beller. (filed herewith).
23.1          Consent of Gary V. Campbell, CPA, Ltd, Certified Public
              Accountants (filed herewith).
23.2          Consent of Neil J. Beller. (Included in Exhibit 5.1).

ITEM 9. UNDERTAKINGS

        (a)  UNDERTAKING TO UPDATE

        The undersigned Registrant hereby undertakes:

               (1) To file, during any period  in  which  offers  or  sales are
being made, a post-effective amendment to this Registration Statement to:

               (i) include any prospectus required by section 10(a)(3)  of  the
Securities Act;

               (ii) reflect in the prospectus any facts or events arising after
the effective date  of  the  Registration  Statement  (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information in the Registration Statement; and

             (iii) include any material information with respect to the plan of
distribution  not  previously disclosed in the Registration  Statement  or  any
material change to such information in the Registration Statement;

        PROVIDED, HOWEVER,  that  paragraphs  (a)(1)(i)  and  (a)(1)(ii) do not
apply if the information required to be included in a post-effective  amendment
by  those  paragraphs  is contained in periodic reports filed by the Registrant
pursuant to Section 13 or  15(d)  of  the  Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act")  that  are  incorporated  by reference  in  the
Registration Statement.

              (2) That, for the purpose of determining any  liability under the
Securities Act, each such post- effective amendment shall be deemed to be a new
registration  statement  relating  to the securities offered therein,  and  the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

              (3) To remove from registration  by  means  of  a  post-effective
amendment  any  of the securities being registered which remain unsold  at  the
termination of the offering.

        (b)  UNDERTAKING WITH RESPECT TO DOCUMENTS INCORPORATED BY REFERENCE

             The undersigned Registrant hereby undertakes that, for purposes of
determining  any liability  under  the  Securities  Act,  each  filing  of  the
Registrant's annual  report  pursuant  to section 13(a) or section 15(d) of the
Exchange Act that is incorporated by reference  in  this Registration Statement
shall be deemed to be a new registration statement relating  to  the securities
offered  therein,  and  the offering of such securities at that time  shall  be
deemed to be the initial BONA FIDE offering thereof.

        (c)   UNDERTAKING WITH RESPECT TO INDEMNIFICATION

              Insofar as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors, officers and controlling  persons
of  the  Registrant  pursuant  to  the  foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion  of the Securities and Exchange
Commission such indemnification is against public  policy  as  expressed in the
Securities Act and is, therefore, unenforceable. In the event that  a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by the
Registrant  of  expenses incurred or paid by a director, officer or controlling
person of the Registrant  in  the  successful  defense  of  any action, suit or
proceeding)  is  asserted  by such director, officer or controlling  person  in
connection with the securities being registered, the Registrant will, unless in
the  opinion  of  its  counsel the  matter  has  been  settled  by  controlling
precedent, submit to a court  of  appropriate jurisdiction the question whether
such  indemnification  by it is against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.

                             SIGNATURES

        Pursuant to the  requirements  of  the  Securities  Act  of  1933,  the
Registrant  certifies  that  it has reasonable grounds to believe that it meets
all of the requirements for filing  on  Form  S-8  and  has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Las Vegas, State of Nevada, on this 7th day of March, 2003.

                                            NUTEK, INC.

                                            By: /s/ Murray N. Conradie
                                            ---------------------------
                                            Murray N. Conradie
                                            CHIEF EXECUTIVE OFFICER

        In accordance with the requirements of the Securities Act of 1933, this
Registration  Statement  has  been  signed  by  the  following  persons  in the
capacities indicated and on this 7th day of March, 2003.

         SIGNATURE                             TITLE
         ---------                             -----
  /s/ Murray N. Conradie        Chief Executive Officer and Chairman
  --------------------------    of the Board (principal executive officer)
      Murray N. Conradie

  /s/ Jason F. Griffith, CPA    Chief Financial Officer and Corporate Secretary
  --------------------------    (Principal Financial and Accounting Officer)
      Jason F. Griffith, CPA

                                          7

                              INDEX TO EXHIBITS

Exhibit No.                Description of Exhibits

 3.1          Certificate of Incorporation of the Company (filed as
              Exhibit 3.a to the Company's Registration Statement on Form
              10-SB as filed with the Commission on January 24, 2000).
 3.2          Certificate of Amendment of the Certificate of Incorporation
              of the Company (filed as Exhibit 3.b to the Company's
              Registration Statement on Form 10-SB as filed with the
              Commission on January 24, 2000).
 3.3          Bylaws of the Company(filed as Exhibit 3.c to the Company's
              Registration Statement on Form 10-SB as filed with the
              Commission on January 24, 2000).
 4.1          Legal Services Contract with Neil J. Beller dated March 6,
              2003 for legal Services. (filed herewith).
 4.2          Legal Services Contract with Harold Gewerter dated February 28,
              2003 for legal Services. (filed herewith).
 4.3          Legal Services Contract with Barry K. Rothman. dated March 3,
              2003 (filed herewith).
 5.1          Opinion of Neil J. Beller. (filed herewith).
23.1          Consent of Gary V. Campbell, CPA, Ltd, Certified Public
              Accountants (filed herewith).
23.2          Consent of Neil J. Beller. (Included in Exhibit 5.1).

 TYPE:  EX-4 OTHERDOC
 DESCRIPTION:  LEGAL SERVICES AGREEMENT
 Exhibit 4.1

                              LEGAL SERVICES AGREEMENT
                               WITH NEIL J. BELLER

       This  legal services agreement ("Services Agreement") is made as of this
6th day of March,  2003,  by  and  between Neil J. Beller of the Law Offices of
Neil  J.  Beller,  Ltd.  of  7408  West Sahara  Avenue,  Las  Vegas,  NV  89117
("Consultant") and NUTEK, INC., of 6330  McLeod  Drive,  Suite 1, Las Vegas, NV
89120, (referred to herein as the "Company").

The Company's board members have unanimously agreed to retain  the  services of
Neil  J. Beller of the Law Offices of Neil J. Beller, Ltd. The Parties  hereto,
for good  and  valuable  consideration  the receipt and sufficiency of which is
hereby acknowledged, hereby agree as follows:

1.  Services.  The Company shall retain Neil J. Beller to assist in the process
of  shareholders  obtaining physical delivery  of  their  shares  from  various
brokerages  and  the  reconciliation  of  the  Company's  issued  shares.   The
Consultant shall agree to make himself available for the foregoing purposes and
devote such business  time  and  attention  thereto  as  it  shall determine is
required.

(certain  other  services  have  been  omitted  from  this  filing to  maintain
client/attorney confidentiality and business strategy confidentiality)

2.   Compensation.   As compensation for entering into this Services  Agreement
and for services to be  rendered  by  the Law Offices of Neil J. Beller and the
Law Offices of Harold P. Gewerter, consultants  shall be issued one million one
hundred and twenty five thousand (1,125,000) shares  of  the  Company's  common
stock,  par  value  $.001 per share.  The stock is to be issued pursuant to the
unanimous consent of  the  Company's  Board  of  Directors. The shares shall be
issued  and held in a third party escrow account as  a  retainer  to  guarantee
payment.  Should payments not be made in cash, Consultant may elect to instruct
escrow agent  to  sell  sufficient  shares  to  cover  any shortfalls up to the
outstanding amount owed for the services rendered.  The  Company  hereby agrees
to register the shares of common stock on a Form S-8 registration statement and
the  Company  shall  obtain  the  requisite  opinion  letter from its corporate
counsel as to the legality of such registration.

3.  Miscellaneous.

           3.1  Assignment. This Agreement is not transferable or assignable.

           3.2  Execution and Delivery of Agreement. Each  of the parties shall
be entitled to rely on delivery by fax transmission of an executed copy of this
agreement by the other party, and acceptance of such fax copies  shall create a
valid and binding agreement between the parties.

           3.3   Titles.  The  titles of the sections and subsections  of  this
agreement  are  for the convenience  of  reference  only  and  are  not  to  be
considered in construing this agreement.

           3.4   Severability.   The  invalidity  or  unenforceability  of  any
particular provision of this agreement  shall  not affect or limit the validity
or enforceability of the remaining provisions of this agreement.

           3.5   Entire  Agreement.  This  agreement   constitutes  the  entire
agreement  and understanding between the parties with respect  to  the  subject
matters  herein   and   supersedes   and  replaces  any  prior  agreements  and
understandings, whether oral or written,  between  them  with  respect  to such
matters.

          3.6   Counterparts.  This Agreement may be executed in any number  of
counterparts, each of which shall  be  an  original,  but all of which together
shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have duly executed  this Agreement as of
the date first above mentioned.

                                                NUTEK, INC.
                                                By: /s/ Murray N. Conradie
                                                ----------------------------
                                                Murray N. Conradie, CEO

  AGREED AND ACCEPTED
  By: /s/ Neil J. Beller
  -----------------------
  Neil J. Beller
  Law Offices of Neil J. Beller, Ltd.

 TYPE:  EX-4 OTHERDOC
 DESCRIPTION:  LEGAL SERVICES AGREEMENT
 Exhibit 4.2

                              LEGAL SERVICES AGREEMENT
                               WITH HAROLD P. GEWERTER

      This legal services agreement ("Services Agreement") is  made  as of this
28th  day  of  February,  2003,  by  and  between Harold P. Gewerter of the Law
Offices of Harold P. Gewerter, Esq., Ltd. of  228  South  fourth  Street, Suite
101,  Las  Vegas  NV  89101 ("Consultant") and NUTEK, INC., 6330 McLeod  Drive,
Suite 1, Las Vegas, NV 89120, (referred to herein as the "Company").

The Company's board members  have  unanimously agreed to retain the services of
Harold P. Gewerter of the Law Offices  of  Harold  P.  Gewerter, esq., Ltd. The
Parties hereto, for good and valuable consideration the receipt and sufficiency
of which is hereby acknowledged, hereby agree as follows:

1.   Services.   The  Company shall retain Harold Gewerter  to  assist  in  the
process of shareholders  obtaining  physical  delivery  of  their  shares  from
various  brokerages and the reconciliation of the Company's issued shares.  The
Consultant shall agree to make himself available for the foregoing purposes and
devote such  business  time  and  attention  thereto  as  it shall determine is
required.

(certain  other  services  have  been  omitted  from  this filing  to  maintain
client/attorney confidentiality and business strategy confidentiality)

2.   Compensation.  As compensation for entering into this  Services  Agreement
and for  services  to  be rendered by the Law Offices of Neil J. Beller and the
Law Offices of Harold P.  Gewerter, consultants shall be issued one million one
hundred and twenty five thousand  (1,125,000)  shares  of  the Company's common
stock, par value $.001 per share.  The stock is to be issued  pursuant  to  the
unanimous  consent  of  the  Company's  Board of Directors. The shares shall be
issued and held in a third party escrow account  as  a  retainer  to  guarantee
payment.  Should payments not be made in cash, Consultant may elect to instruct
escrow  agent  to  sell  sufficient  shares  to  cover any shortfalls up to the
outstanding amount owed for the services rendered.   The  Company hereby agrees
to register the shares of common stock on a Form S-8 registration statement and
the  Company  shall  obtain  the  requisite opinion letter from  its  corporate
counsel as to the legality of such registration.

3.  Miscellaneous.

           3.1  Assignment. This Agreement is not transferable or assignable.

           3.2  Execution and Delivery  of Agreement. Each of the parties shall
be entitled to rely on delivery by fax transmission of an executed copy of this
agreement by the other party, and acceptance  of such fax copies shall create a
valid and binding agreement between the parties.

           3.3   Titles. The titles of the sections  and  subsections  of  this
agreement are for  the  convenience  of  reference  only  and  are  not  to  be
considered in construing this agreement.

            3.4   Severability.  The  invalidity  or  unenforceability  of  any
particular provision  of  this agreement shall not affect or limit the validity
or enforceability of the remaining provisions of this agreement.

           3.5   Entire  Agreement.   This  agreement  constitutes  the  entire
agreement and understanding between the  parties  with  respect  to the subject
matters   herein   and   supersedes  and  replaces  any  prior  agreements  and
understandings, whether oral  or  written,  between  them  with respect to such
matters.

          3.6  Counterparts. This Agreement may be executed in  any  number  of
counterparts,  each  of  which  shall be an original, but all of which together
shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto  have duly executed this Agreement as of
the date first above mentioned.

                                                NUTEK, INC.
                                                By: /s/ Murray N. Conradie
                                                ----------------------------
                                                Murray N. Conradie, CEO

  AGREED AND ACCEPTED
  By: /s/ Harold P. Gewerter
  -----------------------
  Harold P. Gewerter
  Law Offices of Harold P. Gewerter, Esq., Ltd.

 TYPE:  EX-4 OTHERDOC
 DESCRIPTION:  LEGAL SERVICES AGREEMENT
 Exhibit 4.3

                              LEGAL SERVICES AGREEMENT
                               WITH BARRY K. ROTHMAN

      This legal services agreement ("Services  Agreement")  is made as of this
3rd  day  of March 2003, by and  between  Barry K. Rothman of  the  Law Offices
of Barry K. Rothman of 1880 Century Park East, Suite 615, Los Angeles, CA 90067
("Consultant")  and  NUTEK,  INC.,  6330  McLeod Drive, Suite 1, Las Vegas,  NV
89120, (referred to herein as the "Company").

The Company's board members have previously  unanimously  agreed  to retain the
services  of  Barry  K.  Rothman  of  the Law Offices of Barry K. Rothman.  The
Parties hereto, for good and valuable consideration the receipt and sufficiency
of which is hereby acknowledged, hereby agree as follows:

1.  Services.  The Company previously retained  Barry  K.  Rothman  to  provide
legal  representation  for  the Company.  The Consultant agreed to make himself
available for those services  and  shall  agree  to  make himself available for
additional  foregoing  purposes  and devote such business  time  and  attention
thereto as it shall determine is required.

(certain  other  services  have been  omitted  from  this  filing  to  maintain
client/attorney confidentiality and business strategy confidentiality)

2.  Compensation.  As compensation  for  entering  into this Services Agreement
and  for  services  already  rendered Barry K. Rothman shall  be  issued  three
hundred and thirty three thousand  three  hundred  and  thirty  three (333,333)
shares of the Company's common stock, par value $.001 per share.   The stock is
to  be  issued  pursuant  to  the  unanimous consent of the Company's Board  of
Directors. The shares shall be issued  to  Barry K. Rothman and held in a third
party  escrow  account  as  a retainer to guarantee  payment.   Should  monthly
payments not be made in cash,  Consultant may elect to instruct escrow agent to
sell sufficient shares to cover  any  shortfalls  up  to the outstanding amount
owed  for  that  month.  The Company hereby agrees to register  the  shares  of
common stock on a  Form S-8 registration statement and the Company shall obtain
the requisite opinion  letter  from its corporate counsel as to the legality of
such registration.

3.  Miscellaneous.

           3.1  Assignment. This Agreement is not transferable or assignable.

           3.2  Execution and Delivery  of Agreement. Each of the parties shall
be entitled to rely on delivery by fax transmission of an executed copy of this
agreement by the other party, and acceptance  of such fax copies shall create a
valid and binding agreement between the parties.

           3.3   Titles. The titles of the sections  and  subsections  of  this
agreement are for  the  convenience  of  reference  only  and  are  not  to  be
considered in construing this agreement.

            3.4   Severability.  The  invalidity  or  unenforceability  of  any
particular provision  of  this agreement shall not affect or limit the validity
or enforceability of the remaining provisions of this agreement.

           3.5   Entire  Agreement.   This  agreement  constitutes  the  entire
agreement and understanding between the  parties  with  respect  to the subject
matters   herein   and   supersedes  and  replaces  any  prior  agreements  and
understandings, whether oral  or  written,  between  them  with respect to such
matters.

          3.6  Counterparts. This Agreement may be executed in  any  number  of
counterparts,  each  of  which  shall be an original, but all of which together
shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto  have duly executed this Agreement as of
the date first above mentioned.

                                                NUTEK, INC.
                                                By: /s/ Murray N. Conradie
                                                ----------------------------
                                                Murray N. Conradie, CEO

  AGREED AND ACCEPTED
  By: /s/ Barry K. Rothman
  -----------------------
  Barry K. Rothman
  Law Offices of Barry K. Rothman

 TYPE:  EX-5 OTHERDOC
 SEQUENCE:  6
 DESCRIPTION:  OPINION ON LEGALITY

Law Offices of Neil J. Beller
7408 West Sahara Avenue
Las Vegas, Nevada 89117
(702) 368-7767

March 7, 2003

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

     Nutek, Inc.
     Registration Statement on Form S-8

Gentlemen:

        We are acting as special counsel  to  Nutek, Inc., a Nevada corporation
(the  "Company"),  in  connection  with the preparation  for  filing  with  the
Securities and Exchange Commission of  a  Registration  Statement  on  Form S-8
("Registration  Statement") under the Securities Act of 1933, as amended.   The
Registration  Statement   relates  to  the  registration  of  1,458,333  shares
("Shares") of the Company's  common  stock,  par value $.001 per share ("Common
Stock"), which may be issued to Neil J. Beller  of  the  Law Offices of Neil J.
Beller, Harold P. Gewerter of the Law Offices of Harold P.  Gewerter, Esq., Ltd
and  Barry  K. Rothman of the Law Offices of Barry K. Rothman pursuant  to  the
respective Legal  Services  Contracts  (the  "Legal Services Agreements") dated
March 6, 2003, February 28, 2003 and March 3, 2003 respectively.

         We have examined the Service Agreement  and  such  corporate  records,
documents,  instruments and certificates of the Company, and have reviewed such
other documents  as  we  have deemed relevant under the circumstances.  In such
examination, we have assumed without independent investigation the authenticity
of  all  documents submitted  to  us  as  originals,  the  genuineness  of  all
signatures,  the  legal  capacity of all natural persons, and the conformity of
any
documents submitted to us  as  copies  to  their  respective  originals.  As to
certain  questions  of  fact  material  to this opinion, we have relied without
independent investigation upon statements  or  certificates of public officials
and officers of the Company.

     Based upon and subject to the foregoing, we  are  of  the opinion that the
Shares, when issued in accordance with the Plans, will be legally issued, fully
paid and non-assessable.

      In  connection  with  this  opinion,  we  have  examined the Registration
Statement, the Company's Articles of Incorporation and  By-laws, and such other
documents  as  we  have  deemed  necessary to enable us to render  the  opinion
hereinafter expressed.

     We render no opinion as to the  laws  of  any  jurisdiction other than the
internal laws of the State of Nevada.

      We  hereby  consent  to  the use of this opinion as  an  exhibit  to  the
Registration Statement and to the  reference  to  our  name  under  the caption
"Legal Opinions" in the prospectus included in the Registration Statement.

      This opinion is conditioned upon the compliance by the Company  with  all
applicable provisions of the Securities Act of 1933, as amended, and such state
securities rules, regulations and laws as may be applicable.

Very truly yours,

/s/ Neil J. Beller
-----------------------------------
Neil J. Beller

 TYPE:  EX-23 OTHERDOC
 SEQUENCE:  7
 DESCRIPTION:  CONSENT OF EXPERTS

                   CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS

Gary V.Campbell, CPA, Ltd

To Whom It May Concern:

We  consent  to  the  reference  to our firm under the caption "Experts" in the
Registration Statement (Form S-8) which grants an aggregate of 1,458,333 Shares
of Common stock of Nutek, Inc., under  a  certain "Compensation Agreement" with
Neil J. Beller of the Law Offices of Neil J.  Beller, Harold P. Gewerter of the
Law Offices of Harold P. Gewerter, Esq., Ltd and  Barry  K.  Rothman of the Law
Offices  of Barry K. Rothman and to the incorporation by reference  therein  of
the  consolidated   financial   statements  of  the  Company  included  in  its
Registration Statement and the quarterly  reports filed with the Securities and
Exchange Commission.

/s/ Gary V. Campbell
-------------------------
Gary V. Campbell, CPA, Ltd
March 7, 2003