UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
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 0-27728 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.
On March 7, 2002, the Company's Board of Directors dismissed Hood & Strong, LLP
("H&S") and approved the engagement of Singer, Lewak, Greenbaum & Goldstein, LLP
("SLGG") to replace H&S as the Company's independent accountants for the fiscal
year ending December 31, 2001, and thereafter.
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.
The Independent Auditors' Report signed by H&S for the fiscal year ended
December 31, 2000, was modified because of a "going concern" uncertainty.
During the initial fieldwork performed by H&S in connection with the accounting
work performed on the Company's financial statements, there was an issue between
the Company's management and H&S regarding the modification to the financial
statements relating to the "going concern" uncertainty, which issue was
ultimately resolved 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 Company has requested H&S to furnish it a letter addressed to the Commission
stating whether it agrees with the above statements. A copy of that letter,
dated March 13, 2002, is filed as Exhibit 16.1 to this Form 8-K, 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 16.1 Letter on change in Certifying Accountant.
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 13, 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
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16.1 Letter on change in Certifying Accountants
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