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)

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

                           EMPLOYEE COMPENSATION 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,        1,512,662 shares    $0.06       $90,760    $7.35
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 three-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,  2003;  June  30,  2000,  2001,  2002,  2003;
September 30, 2000, 2001, 2002, 2003 and the annual reports for the years ended
December 31, 2000, 2001, and 2002.

      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

      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.


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          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 4.1)

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 31st day of December,
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 31st day of December, 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          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 4.1)


 TYPE:  EX-4 OTHERDOC
 SEQUENCE:  2
 DESCRIPTION:  OPINION ON LEGALITY


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

December 31, 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  1,512,662   shares
("Shares")  of  the  Company's common stock, par value $.001 per share ("Common
Stock"), which may be  issued to employees and management of the Registrant for
services performed under  their  respective  Employment Services Contracts (the
"Employment Services Agreements") in lieu of cash  payments,  which expense has
been accrued on the books of the company.

        We have examined the Employment Agreements 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:  3
 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 1,512,662 Shares
of  Common  stock  of  Nutek,  Inc.,  under  a  certain  "Employee Compensation
Agreements"  with  certain  employees and officers of Nutek Inc.,  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
December 31, 2003
[{"type": "S-8", "sequence": "1", "filename": "s8123103.txt", "description": "S8", "secsgml_size_bytes": 24519}]
{"company-data": {"conformed-name": "NUTEK INC", "cik": "0000795824", "assigned-sic": "7389", "irs-number": "870374623", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-111788", "film-number": "04516469"}, "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)

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

                           EMPLOYEE COMPENSATION 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,        1,512,662 shares    $0.06       $90,760    $7.35
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 three-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,  2003;  June  30,  2000,  2001,  2002,  2003;
September 30, 2000, 2001, 2002, 2003 and the annual reports for the years ended
December 31, 2000, 2001, and 2002.

      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

      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.

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          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 4.1)

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 31st day of December,
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 31st day of December, 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          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 4.1)

 TYPE:  EX-4 OTHERDOC
 SEQUENCE:  2
 DESCRIPTION:  OPINION ON LEGALITY

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

December 31, 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  1,512,662   shares
("Shares")  of  the  Company's common stock, par value $.001 per share ("Common
Stock"), which may be  issued to employees and management of the Registrant for
services performed under  their  respective  Employment Services Contracts (the
"Employment Services Agreements") in lieu of cash  payments,  which expense has
been accrued on the books of the company.

        We have examined the Employment Agreements 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:  3
 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 1,512,662 Shares
of  Common  stock  of  Nutek,  Inc.,  under  a  certain  "Employee Compensation
Agreements"  with  certain  employees and officers of Nutek Inc.,  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
December 31, 2003