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): July 9, 2002


                             NUTRASTAR INCORPORATED
             (Exact name of registrant as specified in its charter)


         California                   0-27728                   87-0673375
(State or other jurisdiction   (Commission File Number)       (IRS Employer
     of incorporation                                     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 5. Other Events

NutraStar  Incorporated ("the Company") announced the termination of an existing
distribution  and license  agreement  between the Company and The RiceX  Company
("RiceX")  effective July 9, 2002. The termination was prompted by the Company's
inability to meet increasing volume purchase requirements and the maintenance of
the required security deposit with RiceX. As a result of this  termination,  the
Company no longer  has the right to be the  exclusive  distributor  of the RiceX
rice solubles and rice bran fiber  concentrates  in the United States;  however,
the Company  will  continue to buy such  products  from RiceX on a  nonexclusive
basis.  Although the Company  does not believe  that the loss of this  exclusive
distributorship  will have a material adverse impact on the Company's operations
or potential  competition in the foreseeable future, the Company will attempt to
renegotiate and reacquire such exclusive  distributorship  rights in the future.
The Company will continue to purchase  RiceX  products in sufficient  amounts to
support  its  sales of  dietary  supplements  for its  e-commerce  direct  sales
programs,  products for  strategic  alliances  and for new product  research and
development needs.

The  agreement  also  provided  for a license to the  Company  to utilize  three
patents  relating  to the use of rice bran  supplements  to treat  diabetes  and
hyperlipidemia. The Company will continue to be allowed to utilize these patents
until a new use agreement can be negotiated.

The Company and RiceX expect to continue to work together in the  development of
rice bran  science and the  production  and  marketing of  stabilized  rice bran
products.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(a)      Financial Statements of business acquired.   None.


(b)      Pro Forma Financial Information.  None.


(c)      Exhibits.  None.



                                   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:   August 12, 2002
                                        NUTRASTAR INCORPORATED


                                        By: /s/ Patricia McPeak
                                           ---------------------------
                                           Patricia McPeak,
                                           Chief Executive Officer