SecProbe.io

CORRESP
1
filename1.htm

      Nutracea Correspondence 12-21-2005

    December
      21, 2005

            Michael
              De Angelis

            916.558.6164
              direct

            Via EDGAR and Federal
              Express

              mdeangelis@weintraub.com

    Securities
      and Exchange Commission

    Division
      of Corporate Finance

    100
      F
      Street, N.E.

    Washington,
      D.C. 20549

              Attention:

              Jason
                Wynn

    Mail
      Stop
      7010

              Re:

              NutraCea

    Registration
      Statement on Form SB-2

    Filed
      November 21, 2005

    File
      No. 333-129839

    Form
      10-KSB for the Fiscal Year Ended December 31,2004

    Filed
      March 31, 2005

    File
      No. 0-32565

    Form
      10-QSB for the Fiscal Quarters Ended March 31, 2005, June 30, 2005 and

    September
      30, 2005

    Filed
      May 10, 2005, August 15, 2005 and November 14, 2005

    Dear
      Mr.
      Wynn:

    On
      behalf
      of NutraCea, a California corporation (“NutraCea”
      or
      the“Company”),
      we are
      responding to the comments in the letter from Tangela Richter dated December
      15,
      2005 relating to the above NutraCea periodic reports. The responses below were
      provided by NutraCea, and have been numbered to correspond with the comments
      in
      the December 15, 2005 letter.

    Securities
      and Exchange Commission

    Division
      of Corporate Finance

    December
      22, 2005

    Page
      2

    FORM
      SB-2

    General

    COMMENT
      1:

    Please
      note that we will monitor your pending registration statement on Form SB-2
      for
      compliance with our comments issued on your Exchange Act periodic reports.
      We
      will not be in a position to declare the pending registration statement
      effective until all comments have been addressed.

    RESPONSE
      TO COMMENT 1

    We
      have
      addressed the Staff’s comments to NutraCea’s Exchange Act periodic reports in
      our responses to comments 6 and 7 below. As you know, the Staff is separately
      reviewing NutraCea’s Annual Report on Form 10-KSB for the year ended December
      31, 2004 and NutraCea’s Quarterly Reports on Form 10-QSB for the quarters ended
      March 31, 2005 and June 30, 2005. Please note that on December 19, 2005,
      NutraCea delivered to the Commission a response to Staff comments regarding
      the
      foregoing Exchange Act reports.

    COMMENT
      2:

    We
      are in
      receipt of your pending Confidential Treatment Request filed with respect to
      your Form 10-KSB on April 14, 2005. We will issue comments, if any, under
      separate cover.

    RESPONSE
      TO COMMENT 2

    Pursuant
      to our conversations with the Carrie Darling at the Commission regarding the
      Confidential Treatment Request filed with respect to the Company’s Form 10-KSB
      on April 14, 2005, NutraCea understood that theapplication for confidential
      treatment was reviewed and resolved. Ms. Darling’s review of the foregoing
      Confidential Treatment Request was made in connection with the Staff’s review of
      NutraCea’s Preliminary Proxy Statement on Schedule 14A, filed July 15,
      2005.

    Securities
      and Exchange Commission

    Division
      of Corporate Finance

    December
      22, 2005

    Page
      3

    A
      separate Confidential Treatment Request was filed with respect to NutraCea’s
      Registration Statement on Form SB-2 (File No. 333-129839) on November 22, 2005
      and is currently pending. We understand that the Staff will review the more
      recent Confidential Treatment Request in connection with its review of the
      SB-2.

    Selling
      Security Holders, Page 61

    COMMENT
      3:

    Is
      any
      selling shareholder a registered broker-dealer or affiliate of a registered
      broker-dealer? If a registered broker-dealer, please identify the selling
      shareholder as an underwriter unless the securities you are registering on
      its
      behalf compensated the shareholder for investment banking services. If
      any
      selling shareholder is an affiliate of a registered broker-dealer, please
      confirm to us that the shareholder purchased the securities you are registering
      on its behalf in the ordinary course of business, and that at the time of the
      purchase of the securities to be resold, the shareholder had not agreements
      or
      understanding, directly or indirectly, with any party to distribute the
      securities. Otherwise, identify the selling shareholder as an underwriter.
      We
      may have additional comments.

    RESPONSE
      TO COMMENT 3

    One
      of
      the selling shareholders, Halpern Capital, Inc., is a broker-dealer that acted
      as placement agent for a private placement transaction completed by NutraCea.
      In
      connection with this private placement transaction, Halpern Capital, Inc.
      received the securities listed next to its name on the Selling Security Holders
      table as compensation for investment banking services. Halpern Capital, Inc.
      has
      represented to NutraCea that, at the date of its acquisition of suchsecurities,
      it had no agreements or understandings, directly or indirectly, with any party
      to distribute the securities.

    Securities
      and Exchange Commission

    Division
      of Corporate Finance

    December
      22, 2005

    Page
      4

    NutraCea
      will indicate in a pre-effective amendment to the Registration Statement on
      Form
      SB-2 each selling shareholder that identified itself to NutraCea as an affiliate
      of a broker-dealer. Each of these selling shareholders has represented and
      warranted to NutraCea that it has purchased the securities in the ordinary
      course of business and that, at the time of the purchase, it had no agreements
      or understandings, directly or indirectly, with any person to distribute the
      securities.

    Attached
      to this letter are clean and marked copies of the Selling Security Holders
      table
      that NutraCea proposes to include in a pre-effective amendment to the
      Registration Statement on Form SB-2. The marked copy indicates the changes
      that
      NutraCea proposes to make to the Selling Security Holders table.

    COMMENT
      4:

    Please
      disclose the natural persons who exercise voting and/or dispositive powers
      with
      respect to the securities to be offered for resale by each
      of the
      selling shareholders. See Interpretation I.60 of the July 1997 manual of
      publicly available CF telephone interpretations, as well as interpretation
      4S of
      the Regulation S-K portion of the March 1999 supplement to the CF telephone
      interpretation manual.

    RESPONSE
      TO COMMENT 4

    The
      Selling Security Holder table will be revised to include the information
      requested. Attached are clean and marked copies of the proposed Selling Security
      Holders table that NutraCea proposes to include in a pre-effective amendment
      to
      the Registration Statement on Form SB-2.

    Where
      You Can Find More Information, Page 64

    COMMENT
      5:

    Please
      revise to include the SEC’s new address.

    Securities
      and Exchange Commission

    Division
      of Corporate Finance

    December
      22, 2005

    Page
      5

    RESPONSE
      TO COMMENT 5

    We
      will
      revise the noted section to include the SEC’s new address as
      follows:

    100
      F
      Street, NE, Room 1580

    Washington,
      D.C. 20549

    Form
      10-KSB for the Fiscal Year Ended December 31, 2004

    COMMENT
      6:

    If
      you
      choose to define disclosure controls and procedures, please ensure to include
      the entire definition. See Exchange Act Rules 13a-15(e) and 15d-15(e). Also,
      ensure this language appears in each Form 10-QSB cited above and all future
      filings.

    RESPONSE
      TO COMMENT 6

    Please
      see the response to comment 7 below, which is also in response to this comment
      6.

    Forms
      10-QSB

    COMMENT
      7:

    This
      section indicates that “[t]here have been no significant
      changes
      in NutraCea’s internal controls over financial reporting or in other factors
      which occurred during the quarter covered by this report….” Consistent with the
      requirements of Item 308(c) of Regulation S-B, please revise to state, if true,
      that there have not been “any changes,” as opposed to “significant changes.”
Consult the last paragraph of Section II.F.3. founding Release No. 33-8238
      foradditional guidance. Also, ensure this language appears in each Form 10-QSB
      cited above and all future filings.

    Securities
      and Exchange Commission

    Division
      of Corporate Finance

    December
      22, 2005

    Page
      6

    RESPONSE
      TO COMMENT 7

    As
      we
      discussed with the Staff by telephone, if it is necessary for NutraCea to file
      amendments to the 10-KSB and 10-QSBs referenced above for reasons other than
      those noted in the Staff’s December 15, 2005 letter to NutraCea, NutraCea will
      revise these periodic reports as requested.

    During
      the first nine months of calendar year 2005, which were covered by NutraCea’s
      Quarterly Reports on Form 10-QSB for the quarterly periods ended March 31,
      2005,
      June 30, 2005 and September 30, 2005, there were no changes in NutraCea’s
      internal control over financial reporting that have materially affected, or
      are
      reasonably likely to materially affect, NutraCea’s internal control over
      financial reporting.

    Any
      future filings of 10-KSBs or 10-QSBs by NutraCea, including any amendments
      to
      previously filed reports, will be revised as requested in comments 6 and 7,
      which revisions will include language required by Item 308(c) of Regulation
      S-B.

    Conclusion

    If
      you
      have any further comments or questions, please contact Chris Chediak or the
      undersigned at (916) 558-6000.

    Very
      truly yours,

    weintraub
      genshlea
      chediak

    LAW
      CORPORATION

    Securities
      and Exchange Commission

    Division
      of Corporate Finance

    December
      22, 2005

    Page
      7

    Michael
      De Angelis

    MAD/sga

    Enclosures

              cc.

              Brad
                Edson (w/o encls.)

    Todd
      C.
      Crow (w/o encls.)

    SELLING
      SECURITY HOLDERS

    The
      table
      below lists the selling shareholders and other information regarding the
      beneficial ownership of the common stock by each of the selling shareholders.
      The first column lists the name of each selling shareholder.  The second
      column lists the number of shares of common stock beneficially owned by each
      selling shareholder as of October 21, 2005. The third column lists the number
      of
      shares of common stock that may be resold under this prospectus. The fourth
      and
      fifth columns list the number of shares of common stock owned and the percentage
      of common stock owned after the resale of the common stock registered under
      this
      prospectus. The total number of shares of our common stock outstanding as of
      October 21, 2005 was 66,891,667. Beneficial ownership is determined in
      accordance with the rules of the Securities and Exchange Commission, and
      includes voting and investment power with respect to such shares. Shares of
      common stock issuable upon conversion of preferred stock and shares of common
      stock subject to options or warrants that are currently exercisable or
      exercisable within 60 days after October 21, 2005 are deemed to be beneficially
      owned by the person holding such options for the purpose of computing the
      percentage ownership of such person but are not treated as outstanding for
      the
      purpose of computing the percentage ownership of any other shareholder.

                Common Shares

                Common Shares

                  Common Shares
                    Beneficially Owned

                Beneficia.lly Owned

                Offered
                  by this

                After
                  Offering

                Name
                  of Selling Shareholder

                Prior
                  to Offering

                Prospectus

                Number

                Percentage

                Leonardo,
                  L.P.(1)

                7,500,000

                7,500,000

                —

                *

                Pequot
                  Capital Management, Inc.(2)

                5,250,000

                5,250,000

                —

                *

                The
                  Pinnacle Fund, L.P.(3)

                3,000,000

                3,000,000

                —

                *

                Enable
                  Growth Partners, L.P.(4)

                1,800,000

                1,800,000

                —

                *

                SDS
                  Capital Group SPC, Ltd.(5)

                1,500,000

                1,500,000

                —

                *

                Xerion
                  Partners II Master Fund, Limited(6)

                1,050,000

                1,050,000

                —

                  *

                Xerion
                  Partners I, LLC(6)

                1,050,000

                1,050,000

                —

                *

                Richard
                  Gonda

                1,000,000

                1,000,000

                —

                *

                Nite
                  Capital, L.P.(7)

                900,000

                900,000

                —

                *

                Halpern
                  Capital, Inc.(8)

                879,200

                879,200

                —

                *

                Baruch
                  Halpern & Shoshana Halpern WROS(9)

                859,900

                859,900

                —

                *

                Steven
                  J. Garchick, Trustee(10)

                800,000

                800,000

                —

                *

                Steven
                  Lee

                1,001,123

                500,000

                501,123

                *

                SRB
                  Greenway Capital (QP), L.P.(11)

                486,000

                486,000

                —

                *

                Broadlawn
                  Master Fund, Ltd.(12)

                450,000

                450,000

                —

                *

                Enable
                  Opportunity Partners, L.P.(4)

                450,000

                450,000

                —

                *

                Craig
                  & Susan Musick

                1,202,851

                400,000

                802,851

                1.2

                Presidio
                  Partners(13)

                382,500

                382,500

                —

                *

                Kirit
                  Kamdar

                307,192

                307,192

                —

                *

                Hookipa
                  Capital Partners(14)

                300,000

                300,000

                —

                *

                Geary
                  Partners(13)

                284,250