-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OYqtk8UtyplE/HaoIPH3aVISlwlnByPVUwMiQf8ZUwoh/rZEcC5tkP4mX0UnmZgP 7Zzkh/Yu0rO4XoBRD3srdw== 0001096906-02-000305.txt : 20020424 0001096906-02-000305.hdr.sgml : 20020424 ACCESSION NUMBER: 0001096906-02-000305 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020424 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NUTRASTAR INC CENTRAL INDEX KEY: 0001063537 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 870673375 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-62383 FILM NUMBER: 02619176 BUSINESS ADDRESS: STREET 1: 1261 HAWK'S FLIGHT STREET 2: 0 CITY: EL DORADO HILLS STATE: CA ZIP: 95762 BUSINESS PHONE: 9169337000 MAIL ADDRESS: STREET 1: 1261 HAWK'S FLIGHT STREET 2: 0 CITY: EL DORADO HILLS STATE: CA ZIP: 95762 FORMER COMPANY: FORMER CONFORMED NAME: ALLIANCE CONSUMER INTERNATIONAL INC DATE OF NAME CHANGE: 20010418 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MCPEAK PATRICIA CENTRAL INDEX KEY: 0001081013 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1261 HAWKS FLIGHT COURT CITY: EL DORADO HILLS STATE: CA ZIP: 95762 BUSINESS PHONE: 9169337000 MAIL ADDRESS: STREET 1: 1261 HAWKS FLIGHT COURT CITY: EL DORADO HILLS STATE: CA ZIP: 95762 SC 13D/A 1 nutrastar13da_mcpeak.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1 )* NUTRASTAR INCORPORATED (formerly Alliance Consumer International, Inc.) - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 67090B 10 5 - -------------------------------------------------------------------------------- (CUSIP Number) PATRICIA MCPEAK, 1261 HAWK'S FLIGHT COURT, EL DORADO HILLS, CA 95762 (916) 933-7000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) DECEMBER 14, 2001 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 67090B 10 5 ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PATRICIA MCPEAK ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* OO ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 13,999,336 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 13,999,336 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 0 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,005,100 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 63.3% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* IN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 67090B 10 5 ________________________________________________________________________________ Item 1. Security and Issuer. Common Stock NutraStar Incorporated (formerly Alliance Consumer International, Inc.) ________________________________________________________________________________ Item 2. Identity and Background. (a) Patricia McPeak (b) 1261 Hawk's Flight Court, El Dorado Hills, CA 95762 (c) President, Chief Executive Officer and Director of Issuer (d) Reporting person has not been convicted, during the past five years, in a criminal proceeding. (e) Reporting person has not been a party to a proceeding which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) USA ________________________________________________________________________________ Item 3. Source and Amount of Funds or Other Consideration. Shares were acquired in a share exchange transaction in which 17,000,000 shares of the Issuer's common stock, representing approximately 82% of the Issuer's then outstanding common stock, were issued in exchange for all of the outstanding common stock of NutraStar Technologies Incorporated. The reporting person held a promissory note from the Issuer which was converted into the convertible Series A Preferred Stock. ________________________________________________________________________________ Item 4. Purpose of Transaction. The shares were acquired as part of a share exchange transaction in which the reporting person received 13,699,336 shares of the Issuer's common stock in exchange for the reporting person's ownership interest in NutraStar Technologies Incorporated. The Board of Directors of the Issuer converted the options held by the reporting person into 28,820 options of the Issuer. 5,764 options are exercisable within 60 days of the date of this report. The Company issued 300,000 shares of Series A preferred stock, convertible into common stock in exchange for cancellation of debt. ________________________________________________________________________________ Item 5. Interest in Securities of the Issuer. (a) 14,005,100 shares, 63.3% percent (b) 13,999,336 (c) Not applicable. (d) Not applicable. (e) Not applicable ________________________________________________________________________________ Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The reporting person has entered into an option agreement with Joseph D. Kowal, a vendor of the Issuer in connection with a settlement agreement between the Issuer and the vendor. The option agreement gives the optionee the option to purchase 100,000 shares of the Issuer's common stock from the reporting person for 1 year from December 13, 2001. The reporting person entered into an Escrow Agreement under which the reporting person pledged a total of 835, 730 shares of the Issuer's common stock held by the reporting person as a personal guaranty to a settlement agreement between the Issuer and Faraday Financial, Inc. Under the terms of the Escrow Agreement, the reporting person's shares may be released from escrow in the event the Issuer fails to cause a Registration Statement (as further defined in the Personal Guaranty) to be come effective by July 2, 2002. ________________________________________________________________________________ Item 7. Material to be Filed as Exhibits. The Plan and Agreement of Exchange dated November 9, 2001 was previously filed with the Securities and Exchange Commission as an Exhibit to the Issuer's Form 8-K filed on November 19, 2001 and is incorporated herein by reference and a copy of which was filed as an exhibit to the Schedule 13D filed on December 26, 2002. The Option Agreement dated December 13, 2001 is incorporated herein by reference and a copy of which was filed as an exhibit to the Schedule 13D filed on December 26, 2002. The Escrow Agreement dated December 13, 2001 is incorporated herein by reference and a copy of which was filed as an exhibit to the Schedule 13D filed on December 26, 2002. ________________________________________________________________________________ SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. April 22, 2002 ---------------------------------------- (Date) S/ Patricia McPeak ---------------------------------------- (Signature) Patricia McPeak ---------------------------------------- (Name/Title) Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----