SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): November 19, 2001
Alliance Consumer International, Inc.
(Exact name of Registrant as specified in its charter)
California 000-27728 87-0673375
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
4970 West 2100 South, Suite 200, Salt Lake City, Utah 84120
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (801) 886-2625
Item 5. Other Events
On November 9, 2001, the Company entered into that certain Plan and
Agreement of Exchange with NutraStar Incorporated, a Nevada corporation
("NutraStar") to acquire substantially all of the issued and outstanding shares
of NutraStar in exchange for the issuance of 17,000,000 shares of the common
stock of Company and up to 2,000,000 shares of the preferred stock of the
Company at the final closing date. The closing date for the final agreements
will be on or before December 6, 2001 (the "Closing"). The acquisition is
subject to both parties completing their respective due diligence
investigations.
Concurrent with the Closing, the Company also intends to amend its
Articles of Incorporation to authorize 10,000,000 of its Preferred Stock,
designate 3,000,000 shares of the Preferred Stock as the Series A Preferred
Stock, and to change its name to "NutraStar Incorporated." Upon the Closing, all
of the officers and directors of the Company will resign and Patricia McPeak,
the current President and Chief Executive Officer of NutraStar will be appointed
as the President and Chief Executive Officer of the Company. The Company has no
material assets or liabilities. Accordingly, NutraStar, as a wholly-owned
subsidiary of the Company, will become the sole business of the Company at the
Closing.
Pursuant to the transaction with NutraStar and its shareholders, it
is expected that there will be a change in control of the Company resulting in
Ms. McPeak beneficially owning more than 63% of the outstanding shares of the
common stock of the Company. At the Closing, it is anticipated that no other
shareholder of the Company will beneficially own five percent or more of the
outstanding shares of the common stock of the Company.
NutraStar, together with its principal supplier, is one of the first
companies that has focused on converting the beneficial elements of stabilized
rice bran into "super food" products such as powders, supplement capsules,
energy bars and drinks, sports wafers and skin creams. NutraStar believes that
its all-natural "nutraceutical" products deliver pharmacological effects without
the unwanted side effects of many pharmaceuticals. Accordingly, it is expected
by NutraStar that many of its products could be used in place of some of the
World's most widely distributed pharmaceuticals. NutraStar bases its belief and
expectations primarily on anecdotal evidence and to a lesser extent on a number
of limited clinical trials on several of its products for the treatment of Type
I and Type II Diabetes, high LDL cholesterol, triglycercides, and Apolipoprotien
B, and a treatment for joint pain and joint inflammation in mammals.
NutraStar's core products are based on "stabilized rice bran" produced
by The RiceX Company ("RiceX"). RiceX uses its proprietary food extrusion
technology to create a stabilized rice bran using a combination of temperature,
pressure, and other conditions. NutraStar believes that RiceX produces a
superior stabilized rice bran product, with a combination of longer shelf life
and higher nutrient content, than any other stabilized rice bran. NutraStar has
an exclusive license to distribute RiceX's stabilized rice bran, as well as
value-added rice bran products, for human consumption in the United States and
several foreign countries.
A limited clinical trial has suggested that NutraStar's stabilized rice
bran products may lower blood glucose levels of diabetes mellitus patients.
Since rice bran is a food product, NutraStar believes that such pharmacological
effects can be reached without many of the undesirable side effects, such as
those that may be present in pharmaceuticals. If further clinical trials support
the beneficial effects of NutraStar's stabilized rice bran products and if the
medical community widely endorses such use of NutraStar's products, then
NutraStar believes that its products could replace some use of certain
pharmaceuticals in the treatment of diabetes. Based on limited anecdotal
evidence, NutraStar believes that its stabilized rice bran products may be
beneficial in reducing high blood cholesterol and high blood lipid levels.
NutraStar intends to conduct further clinical trials to investigate such
effects.
Most of NutraStar's current revenue results from wholesale sales to
distributors who use NutraStar's products for base materials in their retail
products. Recently, NutraGlo Incorporated, a subsidiary of NutraStar, entered
into a private label distribution agreement with W. F. Young, Inc. for the
equine product Absorbine Flex(TM). W.F. Young, Inc. is a significant
manufacturer of equine and human products including the Absorbine line of
products. NutraStar distributes its retail human products through an
Internet-based website at www.nutrastar.com and through "word of mouth." In
addition, NutraStar intends to explore several strategic alliances, joint
ventures, and licensing agreements that will broaden its distribution channels.
For the long-term, NutraStar intends to establish relationships with large
multi-national food and pharmaceutical companies and foreign governments to
obtain worldwide distribution of NutraStar's products.
Item 7. Financial Statements, Pro Forma Financial Information
(a) Financial Statements of Business Acquired will be provided within 60 days
from the Closing.
(b) Pro Forma Financial Information will be provided within 60 days from the
Closing.
(c) Exhibits
2 Plan and Agreement of Exchange dated November 9, 2001 between the
Company and NutraStar
2.1 Press Release dated November 19, 2001
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.
Date: November 19, 2001
Alliance Consumer International, Inc.
By: /s/ Radd C. Berrett
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Radd C. Berrett, President