UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OR
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 7, 2002
NUTRASTAR INCORPORATED
(Exact name of registrant as specified in its charter)
California 0-32565 87-0673375
(State or other jurisdiction (Commission File (IRS Employer
of incorporation Number) Identification Number)
1261 Hawk's Flight Court
El Dorado Hills, CA 95762
(Address of principal executive offices)
(916) 933-7000
(Registrant's telephone number, including area code)
N/A
(Former names or former address, if changed from last report)
Item 4. Changes in Registrant's Certifying Accountant.
In conjunction with a share exchange transaction which was consummated on
December 14, 2001, the independent accountants for Alliance Consumer
International, Inc.("ACI"), Andersen Andersen & Strong, L.C.("AA&S"), were
dismissed and Singer, Lewak, Greenbaum & Goldstein, LLP ("SLGG") were engaged as
the accountant's for the combined entities consisting of ACI and NutraStar
Incorporated ("NutraStar"). The combined entity is referred to hereafter as the
"Registrant" or the "Company". This action was approved by the Registrant's
Board of Directors on March 7, 2002.
The Board based its decision on several factors, including SLGG's experience in
the Company's particular industry and SLGG's extensive SEC compliance practice.
There were no disagreements with AA&S on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure. The
Company has requested AA&S to furnish it a letter addressed to the Commission
stating whether it agrees with the above statements. A copy of the letter, dated
March 21, 2002, is filed as Exhibit 16.3 to this Form 8-K/A, as required by Item
304(a)(3) of Regulation S-B.
The Report of Independent Certified Public Accountants signed by AA&S relating
to the financial statements of ACI for the period March 12, 2001 through March
31, 2001, did not contain an adverse opinion or a disclaimer of opinion nor was
qualified or modified as to uncertainty, audit scope or accounting principles.
The Accountants' Report, although unqualified, contained a fourth explanatory
paragraph describing a "going concern" contingency
Also on March 7, 2002, the Registrant's Board of Directors dismissed Hood &
Strong, LLP ("H&S"), the independent accountant's for NutraStar, and approved
the engagement of SLGG to replace H&S as the Registrant's independent
accountants for the fiscal year ending December 31, 2001, and thereafter.
The Independent Auditors' Report signed by H&S relating to the financial
statements of NutraStar for the fiscal year ended December 31, 2000, did not
contain an adverse opinion or a disclaimer of opinion nor was qualified or
modified as to uncertainty, audit scope or accounting principles. The Auditors'
Report, although unqualified, contained a fourth explanatory paragraph
describing a "going concern" contingency.
During the fieldwork performed by H&S in March and November, 2001 in connection
with the accounting work performed on NutraStar's financial statements, there
was a disagreement between NutraStar's management and H&S regarding the need for
an explanation in the financial statements relating to the "going concern"
uncertainty. Management of NutraStar believed that no material "going concern"
uncertainty existed with NutraStar's business based upon its belief that the
positive results from initial implementation of its business strategy supported
a viable and sustainable business plan. H&S believed that a "going concern"
contingency existed based upon its belief that without the elimination of
business risks such as achieving successful operations, obtaining sufficient
additional financing or obtaining a line of credit, that there was sufficient
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uncertainty to require disclosure. A "going concern" explanation was included in
the Auditors' Report thus resolving the issue to the satisfaction of H&S. There
were no other disagreements with H&S on any matters of accounting principles or
practices, financial statement disclosure, or auditing scope or procedures
which, if not resolved to the satisfaction of H&S, would have caused H&S to make
reference to the subject matter of any such disagreement(s) if a report was to
be executed.
The Chairwoman of the Board was involved in discussions with H&S regarding the
"going concern" issue. The Chairwoman reported the disagreement and its
resolution to the Company's Board of Directors. Neither a committee of the Board
of Directors nor the Board of Directors as a group discussed the "going concern"
disagreement with H&S.
The Company has authorized H&S to respond fully to the inquiries of SLGG,
concerning the subject matter of the disagreement.
Prior to their engagement, SLGG was not consulted regarding the application of
accounting principles to any transactions, or the type of audit opinion that
might be rendered or the subject matter of the disagreement with H&S described
above.
The Company has requested H&S to furnish it an updated letter addressed to the
Commission stating whether it agrees with the above statements. A copy of that
letter, dated March 25, 2002, is filed as Exhibit 16.2 to this Form 8-K/A, as
required by Item 304(a)(3) of Regulation S-B.
Item 7. Financial Statement, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired. None.
(b) Pro Forma Financial Information None.
(c) Exhibits
16.2 Letter on change in Certifying Accountant dated March 25, 2002.
16.3 Letter on change in Certifying Accountant dated March 21, 2002
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: March 25, 2002
NUTRASTAR INCORPORATED
By:/s/ James W. Kluber
------------------------------
James W. Kluber,
Chief Financial Officer
(Authorized Officer and Principal
Financial Officer)
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Index to Exhibits
Exhibit No. Description
----------- -----------
16.1 Letter on change in Certifying Accountants*
16.2 Updated letter on change in Certifying Accountants dated
March 25, 2002
16.3 Letter on change in Certifying Accountants dated
March 21, 2002
* Previously submitted with Form 8-K filed with the SEC on March 14, 2002