NUTRASTAR INTERNATIONAL INC. (OTCMKTS:NUIN) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

On December 7, 2016, Nutrastar International Inc., a Nevada
corporation (the Company) entered into an Amendatory Agreement
(the Amendatory Agreement) with the investors named therein (the
Investors) and Accretive Capital Asia (Accretive), in its
capacity as note holder representative under that certain Note
and Common Stock Purchase Agreement, dated January 29, 2016, by
and between the Company, the Investors, Mr. Daniel Seidenspinner
and the predecessor in interest to Accretive (the Purchase
Agreement). The Purchase Agreement was filed with the Companys
Form 8-K on February 3, 2016.

to the Amendatory Agreement, the notes issued under the Purchase
Agreement (the Notes) mature not later than February 28, 2017, if
any Investor notifies the Company in writing after February 15,
2016 but before February 18, 2017, of its desire that the Notes
mature and come due and payable. If the Notes do not mature on
February 28, 2017, then the Notes will mature on the date that is
180 days following the date that any single Investor or group of
Investors holding at least thirty-five percent (35%) of the
principal amount of the Notes notify the Company in writing that
they desire that the Notes mature. Under the Amendatory
Agreement, the holders of the Notes may elect at any time to
convert a Note in whole or in part, into shares of common stock
of the Company at a conversion price of $0.02 per share, subject
to adjustment for stock splits, stock dividends, stock
combinations, recapitalizations and similar events. Any accrued
but unpaid interest through November 18, 2016 will be added to
the principal amount of each Note. In addition, interest under
the Notes from and after November 18, 2016 will be paid in kind
by adding such interest each month to the principal of the Notes.
Additionally, to the Amendatory Agreement, the interest rate
applicable to the Notes increased from 12% to 25% and the
interest rate after an event of default under the Purchase
Agreement changed from 15% to 28%. The Company must provide 30
days written notice of prepayment of the Notes, during which
period Investors may convert the Notes to shares of the Companys
common stock.

Mr. Seidenspinner did not agree to the amendments contemplated by
the Amendatory Agreement and did not sign the Amendatory
Agreement.

A copy of the Amendatory Agreement is hereby attached as exhibit
10.1 and incorporated herein by reference in its entirety.

The information set forth under Item 1.01 concerning the
Amendatory Agreement is hereby incorporated into this Item 2.03
by reference.

On December 8, 2016, Mr. David Chong resigned from the Companys
Board of Directors (the Board) and from his positions as Interim
President and Treasurer of the Company, effective immediately.
Mr. Chongs resignation is not the result of any disagreement with
the Company or the Board.

On December 8, 2016, the Board appointed Mr. Cosimo Borrelli, age
49, as the Interim President of the Company. Mr. Borrelli will
not receive compensation for this position, however, his firm
Borrelli Walsh Limited (Borrelli Walsh), a specialist
restructuring, insolvency and forensic accounting firm, has been
engaged by the Company to provide forensic accounting and
litigation support services to the Company in connection with the
investigation described in Item 8.01 below and Borrelli Walsh
will be compensated for providing such services at its standard
rates.

– 2 –

Mr. Borrelli is a Chartered Accountant with over 20 years of
experience in formal and informal corporate restructuring,
insolvency, forensic accounting and financial investigations.
This experience has included being appointed by courts (as
liquidator or scheme administrator), lenders and financiers,
distressed companies, secured and unsecured creditors, investors
and other interested parties. He is a co-founder and currently
serves as the managing director of Borrelli Walsh and has done so
since September 2006. Mr. Borrelli currently holds the following
directorships: independent director, since August 2012, of Global
Invacom Group Limited (SGX: QS9), where he is chairman of the
nominating committee and a member of the audit and risk committee
and remuneration committee; independent director, since April
2015, of Acorn International Inc. (NYSE: ATV); and non-executive
director, since May 2016, of PanAsialum Holdings Company Limited
(HKEx: 2078).

Mr. Borrelli will also be appointed as the sole director of the
Companys subsidiary, New Zealand WAYNEs New Resources Development
Co., Ltd. and its subsidiary, Oriental Global Holdings Limited.
In addition, Mr. Borrelli, or another person designated by
Borrelli Walsh, will be appointed as the director and/or legal
representative of the Companys indirect subsidiary, Harbin Baixin
Biotech Development Co., Ltd.

Mr. Borrelli was elected until his successor is duly elected and
qualified. There is no family relationship that exists between
Mr. Borrelli and any directors or executive officers of the
Company.

Internal Investigation

As previously reported on April 5, 2016, on March 21, 2016, the
Board resolved to undertake an investigation (the Investigation)
into the Companys operations and assets and those of its
subsidiaries in China and into the activities of the Companys
former CEO and significant stockholder, Ms. Lianyun Han, as those
activities relate to the Company and its subsidiaries, to
identify the location of the Companys and its subsidiaries assets
and potentially seize control of the Companys and its
subsidiaries assets from the CEO. On October 17, 2016, the
Company filed a Form 8-K to provide an update on the status of
the Investigation.

The Board has engaged Borrelli Walsh to provide certain forensic
accounting and litigation support services relating to the
Investigation. In addition, as noted above, representatives of
Borrelli Walsh will be appointed as the directors and/or legal
representatives of the Companys subsidiaries.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking
statements provided by the Private Securities Litigation Reform
Act of 1995. The word expect and similar terms and phrases are
used in this notification to identify forward-looking statements
and statements regarding future events that involve risks and
uncertainties. Risks, uncertainties and assumptions that could
affect the Companys forward-looking statements include, among
other things, the conduct of the Investigation. You are cautioned
not to place undue reliance on these forward-looking statements,
which speak only as of the date of this report. The Company
undertakes no obligation to revise or update any forward-looking
statements to reflect events or circumstances after the date
hereof.

– 3 –

(d) Exhibits

The following exhibits are filed herewith:

– 4 –

About NUTRASTAR INTERNATIONAL INC. (OTCMKTS:NUIN)

Nutrastar International Inc. is a producer and supplier of premium branded Traditional Chinese Medicine consumer products, including commercially cultivated Cordyceps Militaris, organic and specialty food products and functional health beverages. The Company operates in three segments: Cordyceps Militaris, organic and specialty food products and functional health beverage. Cordyceps Militaris is a species of parasitic fungus that is used as an ingredient in traditional Chinese medicine. The Company also sell organic and specialty food products through its VIE Entity, Harbin Shuaiyi Green & Specialty Food Trading LLC (Harbin Shuaiyi). The Company is a wholesale distributors of organic and specialty food in Heilongjiang Province, China. The Company’s subsidiaries include New Zealand WAYNE’S New Resources Development Co., Ltd, Oriental Global Holdings Limited and Harbin Baixin Biotech Development Co., Ltd, among others.

NUTRASTAR INTERNATIONAL INC. (OTCMKTS:NUIN) Recent Trading Information

NUTRASTAR INTERNATIONAL INC. (OTCMKTS:NUIN) closed its last trading session 00.0000 at 0.0220 with 1,280 shares trading hands.