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).