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 §§240.13d -1(e), 240.13d -1(f) or 240.13d
-1(g), check the following box. [ ]
* The remainder of this cover page shall be filled out for a
reporting persons 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 (Act) 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. 67060M 107
1.
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NAMES OF REPORTING PERSONS
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IRS
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Accretive Capital Asia, LLC
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2.
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
[ ]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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WC
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5.
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CHECK BOX
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
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TO ITEM 2(e) or 2(f)
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[__]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Illinois
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NUMBER
OF
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7.
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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8.
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SHARED VOTING POWER
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6,905,826 shares of Common Stock
(1)
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OWNED BY
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EACH
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9.
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON WITH
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10.
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SHARED
DISPOSITIVE POWER
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6,905,826 shares of Common Stock
(1)
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,905,826 shares of Common Stock
(1)
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12.
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CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN SHARES
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[ ]
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13.
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PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11)
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26.97%
(1)(2)
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14.
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TYPE OF
REPORTING PERSON
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CO
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(1)
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Includes (a) 6,237,326 shares of the common stock, par
value $0.001 per share (the Common Stock) of Nutrastar International
Inc. (the Company) held directly by Accretive Capital Asia, LLC
(Accretive Capital Asia), of which Accretive Capital Management, LLC
(Accretive Capital Management) is the manager and Richard E. Fearon Jr.
(Mr. Fearon) is the managing partner of Accretive Capital Management and
(b) 668,500 shares of Common Stock that Accretive Capital Asia may acquire
upon the conversion of 47,750 shares of Series A Preferred Stock, par
value $0.001 per share of the Company (the Series A Preferred Stock) at
any time, on a one-for-fourteen basis, at the option of Accretive Capital
Asia. However, the conversion of Series A Preferred Stock is subject to
Section 4(f) of the Certificate of Designation setting forth the
designation and rights of the Series A Preferred Stock, under which, the
number of shares of the Common Stock outstanding immediately after giving
effect to the issuance of shares of Common Stock issuable upon conversion
of Series A Preferred Stock held by Accretive Capital Asia cannot be more
than 9.99%.
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(2)
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All percentages set forth in this Schedule 13D/A are
based upon 24,936,571 shares of Common Stock outstanding as of the date of
this Schedule 13D/A.
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2
CUSIP No. 67060M 107
1.
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NAMES OF REPORTING PERSONS
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IRS
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Accretive Capital Management, LLC
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2.
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [__]
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(b) [__]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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WC
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5.
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CHECK BOX
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
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TO ITEM 2(e) or 2(f)
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[__]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Illinois
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NUMBER
OF
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7.
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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8.
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SHARED VOTING POWER
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6,905,826 shares of Common Stock
(1)
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OWNED BY
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EACH
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9.
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON WITH
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10.
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SHARED
DISPOSITIVE POWER
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6,905,826 shares of Common Stock
(1)
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,905,826 shares of Common Stock
(1)
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12.
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CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN SHARES
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[ ]
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13.
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PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11)
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26.97%
(1)(2)
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14.
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TYPE OF
REPORTING PERSON
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CO
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(1)
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Includes (a) 6,237,326 shares of the Common Stock of the
Company held directly by Accretive Capital Asia, of which Accretive
Capital Management is the manager and Mr. Fearon is the managing partner
of Accretive Capital Management and (b) 668,500 shares of Common Stock
that Accretive Capital Asia may acquire upon the conversion of 47,750
shares of Series A Preferred Stock at any time, on a one-for-fourteen
basis, at the option of Accretive Capital Asia. However, the conversion of
Series A Preferred Stock is subject to Section 4(f) of the Certificate of
Designation setting forth the designation and rights of the Series A
Preferred Stock, under which, the number of shares of the Common Stock
outstanding immediately after giving effect to the issuance of shares of
Common Stock issuable upon conversion of Series A Preferred Stock held by
Accretive Capital Asia cannot be more than 9.99%.
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(2)
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All percentages set forth in this Schedule 13D/A are
based upon 24,936,571 shares of Common Stock outstanding as of the date of
this Schedule 13D/A.
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3
CUSIP No. 67060M 107
1.
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NAMES OF REPORTING PERSONS
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IRS
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Richard E. Fearon,
Jr.
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2.
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [__]
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(b) [__]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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PF
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5.
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CHECK BOX
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
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TO ITEM 2(e) or 2(f)
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[__]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER
OF
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7.
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SOLE VOTING POWER
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7,357,279 shares of Common Stock
(1)
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SHARES
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BENEFICIALLY
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8.
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SHARED VOTING POWER
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OWNED BY
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EACH
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9.
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SOLE DISPOSITIVE POWER
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7,357,279 shares of Common Stock
(1)
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REPORTING
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PERSON WITH
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10.
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SHARED
DISPOSITIVE POWER
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,357,279 shares of Common Stock
(1)
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12.
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CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN SHARES
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[ ]
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13.
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PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11)
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28.73%
(1)(2)
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14.
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TYPE OF
REPORTING PERSON
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IN
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(1)
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Includes (a) 451,453 shares of Common Stock held directly
by Mr. Fearon, among which, 20,000 shares are restricted shares granted
pursuant to the Companys 2009 Equity Incentive Plan, as amended, and vest
in equal installments on a semi-annual basis over an one-year period
beginning on February 15, 2016; (b) 6,237,326 shares of the Common Stock
of the Company held directly by Accretive Capital Asia, of which Accretive
Capital Management is the manager and Mr. Fearon is the managing partner
of Accretive Capital Management, and (c) 668,500 shares of Common Stock
that Accretive Capital Asia may acquire upon the conversion of 47,750
shares of Series A Preferred Stock at any time, on a one-for-fourteen
basis, at the option of Accretive Capital Asia. However, the conversion of
Series A Preferred Stock is subject to Section 4(f) of the Certificate of
Designation setting forth the designation and rights of the Series A
Preferred Stock, under which, the number of shares of the Common Stock
outstanding immediately after giving effect to the issuance of shares of
Common Stock issuable upon conversion of Series A Preferred Stock held by
Accretive Capital Asia cannot be more than 9.99%.
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(2)
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All percentages set forth in this Schedule 13D/A are
based upon 24,936,571 shares of Common Stock outstanding as of the date of
this Schedule 13D/A.
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4
Item 1.
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Security and Issuer.
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This Amendment No. 7 to Schedule 13D (Amendment No. 7)
relates to the shares of common stock, $0.001 par value per share (the Common
Stock) of Nutrastar International Inc., a Nevada corporation (the Company),
which has its principal executive offices at 4/F Yushan Plaza, 51 Yushan Road,
Nangang District, Harbin 150090, Peoples Republic of China.
This Amendment No. 7 is being filed jointly by Accretive
Capital Asia, Accretive Capital Management and Mr. Fearon (collectively, the
"Reporting Persons") to amend and supplement the Items set forth below of the
Schedule 13D previously filed with the Securities and Exchange Commission (the
"SEC") on December 6, 2012, as amended on July 9, 2013, January 2, 2014, June 3,
2014, July 22, 2015, November 25, 2015 and February 3, 2016 (collectively,
"Schedule 13D"). Except as provided herein, this Amendment No. 7 does not modify
any of the information previously reported on the Schedule 13D.
Item 3.
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Source and Amount of Funds or Other
Consideration.
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Item 3 of Schedule 13D is hereby amended and supplemented by
the following:
Funds used for the acquisition of 323,535 shares of Common
Stock is pursuant to a Note and Common Stock Purchase Agreement (the
Agreement) dated January 29, 2016, between Mr. Fearon and the Company where
the Company borrowed $50,000 from Mr. Fearon. Under the terms of the Agreement,
the Note bears interest at 12% per annum, payable monthly, and maturing on
October 29, 2016 and, in further consideration for the loan, a grant of 323,535
shares of restricted common stock were issued to Mr. Fearon. For more
information about the Agreement, please refer to the Companys Current Report on
Form 8-K filed on February 3, 2016.
Funds used for the acquisition of 4,205,953 shares of Common
Stock is pursuant to the Agreement dated January 29, 2016, between Accretive
Capital Partners and the Company where the Company borrowed $650,000 from
Accretive Capital Partners. Under the terms of the Agreement, the Note bears
interest at 12% per annum, payable monthly, and maturing on October 29, 2016
and, in further consideration for the loan, a grant of 4,205,953 shares of
restricted common stock were issued to Accretive Capital Partners. For more
information about the Agreement, please refer to the Companys Current Report on
Form 8-K filed on February 3, 2016.
On July 27, 2016, Accretive Capital Partners, LLC (Accretive
Capital Partners), of which Accretive Capital Management is the manager (and
Mr. Fearon is the managing partner of Accretive Capital Management), transferred
all of the securities of the Company held by it to Accretive Capital Asia.
Item 4.
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Purpose of Transaction.
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Item 4 is hereby amended and restated as follows:
The Reporting Persons acquired the securities of the Company
that they beneficially own for the investment purposes as they believe that the
Common Stock was undervalued and represented an attractive investment.
On January 25, 2012, Accretive Capital Partners acquired 45,000
shares of Series A Preferred Stock from ARC China, Inc., a Shanghai corporation
(ARC China), through a private transaction. In connection with the share
purchase, ARC China assigned its right to cause the Company to appoint or elect
one person designated by ARC China to the Company's Board of Directors under
certain Securities Purchase Agreement, dated May 27, 2010, by and among the
Company and certain investors, to Accretive Capital Partners. Accretive Capital
Partners thereafter designated Mr. Fearon as the candidate to be elected to the
Companys Board of Directors. For more information about the Securities Purchase
Agreement, please refer to the Companys Current Report on Form 8-K filed on
June 3, 2010.
5
On December 23, 2013, Accretive Capital Partners purchased
2,750 shares of Series A Preferred Stock and 25,000 shares of Common Stock
through a private transaction with Joshua Kurtzig.
On December 23, 2013, Accretive Capital Partners purchased
700,000 shares of Common Stock at a purchase price of $1.40 per share through a
private transaction with New Zealand WAYNEs Investment Holdings Co., Ltd.
On December 23, 2013, Accretive Capital Partners purchased
75,000 shares of Common Stock at a purchase price of $1.30 per share through a
private transaction with Robert Tick.
On June 23, 2014, Accretive Capital Partners purchased 300,000
shares of Common Stock at a price of $1.40 per share through a private
transaction with New Zealand WAYNEs Investment Holdings Co., Ltd.
On November 16, 2015, Accretive Capital Partners acquired
430,517 shares of Common Stock in connection with the Agreement and in further
consideration for the loan between the Company and Accretive Capital Partners.
On November 16, 2015, Mr. Fearon acquired 18,718 shares of
Common Stock in connection with the Agreement and in further consideration for
the loan between the Company and Mr. Fearon.
On January 29, 2016, Accretive Capital Partners acquired
4,205,953 shares of Common Stock in connection with the Agreement and in further
consideration for the loan between the Company and Accretive Capital Partners.
On January 29, 2016, Mr. Fearon acquired 323,535 shares of
Common Stock in connection with the Agreement and in further consideration for
the loan between the Company and Mr. Fearon.
On July 27, 2016, Accretive Capital Partners, of which
Accretive Capital Management is the manager (and Mr. Fearon is the managing
partner of Accretive Capital Management), transferred all of the securities of
the Company held by it to Accretive Capital Asia.
The Reporting Persons intend to review their investment in the
Company on a continuing basis. Subject to applicable legal requirements, the
Reporting Persons may purchase additional securities or dispose of all or a
portion of their securities of the Company from time to time in open market or
private transactions, depending on their evaluation of the Companys business,
prospects and financial condition, the market for the Companys securities,
other developments concerning the Company and general economic, money market and
stock market conditions.
While the Reporting Persons hold their stake for investment
purposes, the Reporting Persons or its representatives may continue to conduct
discussions from time to time with management and the board of directors of the
Company, and may conduct discussions with other stockholders of the Company,
prospective acquirers of the Company, or other relevant parties, in each case,
relating to matters that may include the strategic plans, strategy, assets,
business, financial condition, operations, and capital structure of the Company.
In addition to the foregoing, without limitation, the Reporting
Persons may engage in discussions with management, the board of directors,
stockholders of the Company, prospective acquirers of the Company, and other
relevant parties or take other actions through their representatives concerning
any extraordinary corporate transaction (including but not limited to a merger
or acquisition) or the business, operations, assets, strategy, future plans,
prospects, corporate structure, board composition, management, capitalization,
dividend policy, charter, bylaws, corporate documents, agreements, de-listing or
de-registration of the Company. The Reporting Persons expect to conduct
discussions with other stockholders, potential acquirers of the Company, and
other relevant parties regarding financial or strategic acquisitions of or joint
ventures with the Company or other similar arrangements. There is no assurance
that these discussions would lead to a definitive transaction.
6
The Reporting Persons may also engage the Company, other
stockholders of the Company, prospective acquirers of the Company, or other
relevant parties in discussions that may include one or more of the other
actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
Other than as described above in this Item 4 or as would occur
upon completion of any of the actions discussed herein, the Reporting Persons do
not have any present plan or proposal relating to or that would result in any of
the events or matters described in part (a) through (j) of Item 4 of Schedule
13D.
Item 5.
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Interest in Securities of the Issuer.
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Item 5 is hereby amended and restated as follows:
(a) (b) As of the date of this Amendment No. 7, Accretive
Capital Asia beneficially owns 6,905,826 shares of the Common Stock, including
668,500 shares of Common Stock issuable upon conversion of 47,750 shares of
Series A Preferred Stock at any time, at the option of Accretive Capital Asia,
on a 1-for-14 basis, representing approximately 26.97% of the outstanding shares
of the Common Stock of the Company. However, the conversion of Series A
Preferred Stock is subject to Section 4(f) of the Certificate of Designation
setting forth the designation and rights of the Series A Preferred Stock, under
which, the number of shares of the Common Stock outstanding immediately after
giving effect to the issuance of shares of Common Stock issuable upon conversion
of Series A Preferred Stock held by Accretive Capital Asia cannot be more than
9.99% . By virtue of his direct and indirect control of Accretive Capital
Management and Accretive Capital Asia, Mr. Fearon is deemed to have sole voting
and dispositive powers with respect to the shares of Common Stock beneficially
owned by Accretive Capital Asia, as to which Accretive Capital Management and
Accretive Capital Asia are deemed to have shared voting and dispositive powers.
In addition, Mr. Fearon individually owns 451,453 shares of
Common Stock representing 1.76% of the outstanding shares of the Company, as to
which he has sole voting and dispositive powers.
(c) Except as described
above in Item 4 of this Amendment, the Reporting Persons did not effect any
transactions in the Companys securities within the past 60 days.
Item 7.
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Material to be Filed as Exhibits.
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7
SIGNATURES
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.
Dated: August 3, 2016
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Accretive Capital Asia, LLC
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Accretive Capital Management, LLC
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Signature
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/s/ Richard E. Fearon, Jr.
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Richard E. Fearon, Jr., as the managing partner
of
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Accretive Capital Management, the manager of
Accretive
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Capital Asia
|
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Richard E. Fearon, Jr.
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Signature
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/s/ Richard E. Fearon, Jr.
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8