UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT FOR THE TRANSITION PERIOD FROM
_______________ to _______________
Commission File Number 0-32565
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NUTRACEA
--------
(Exact name of small business issuer as specified in its charter)
CALIFORNIA 87-0673375
---------------------------------------- ------------------------------------
(State of other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
1261 Hawk's Flight Court 95762
El Dorado Hills, California
---------------------------------------- ------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Issuer's telephone number: (916) 933-7000
--------------
The number of shares of the issuer's common stock outstanding as of May 21, 2004
was 25,604,270.
Transitional Small Business Disclosure Format (Check One): Yes No X
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INDEX
Page
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS. . . . . . . . . . . . . . . 2
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS. . . . . . . . . . . . . . . . . . . . 10
ITEM 3. CONTROLS AND PROCEDURES 11
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES 12
ITEM 5. OTHER INFORMATION 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 12
1
NUTRACEA
AND SUBSIDIARIES
Consolidated Balance Sheet
March 31, 2004
(Unaudited)
ASSETS
CURRENT ASSETS
Cash $ 1,937,454
Accounts receivable-trade 16,394
Inventory, net 179,946
Prepaid expenses 27,741
-------------
Total current assets 2,161,535
EQUIPMENT, net 18,739
PATENTS AND TRADEMARKS, net 95,794
GOODWILL 250,001
-------------
TOTAL ASSETS $ 2,526,069
=============
LIABILITIES AND SHAREHOLDERS' DEFICIT
Accounts payable $ 254,038
Accrued expenses 49,905
Due to related parties 194,515
Customer deposits 166,150
Convertible, manditorily redeemable series A preferred stock,
no par value, $1 stated value
20,000,000 shares authorized
670,000 shares issued and outstanding 490,163
-------------
Total current liabilities 1,154,771
-------------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' DEFICIT
Common stock, no par value
100,000,000 shares authorized
24,707,613 shares issued and outstanding 40,565,159
Deferred compensation (37,921)
Accumulated deficit (39,155,940)
-------------
Total shareholders' deficit 1,371,298
-------------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT $ 2,526,069
=============
2
NUTRACEA
AND SUBSIDIARIES
Consolidated Statements of Operations and Comprehensive Loss
(unaudited)
For the Three Months Ended
March 31,
--------------------------
2004 2003
------------- -----------
REVENUES
Net sales $ 122,069 $ 225,991
COST OF GOODS SOLD 78,665 127,399
------------- -----------
GROSS PROFIT 43,404 98,592
OPERATING EXPENSES 17,846,459 462,607
------------- -----------
LOSS FROM OPERATIONS (17,803,055) (364,015)
------------- -----------
OTHER INCOME (EXPENSE)
Interest income 938 -
Interest expense (495) (17,191)
------------- -----------
Total other income (expense) 443 (17,191)
------------- -----------
NET LOSS (17,802,612) (381,206)
CUMULATIVE PREFERRED
DIVIDEND 8,373 37,532
------------- -----------
NET LOSS AVAILABLE TO
COMMON SHAREHOLDERS $(17,810,985) $ (418,738)
============= ===========
BASIC AND DILUTED LOSS
AVAILABLE TO COMMON
SHAREHOLDERS PER SHARE $ (1.29) $ (0.17)
============= ===========
BASIC AND DILUTED WEIGHTED-
AVERAGE SHARES
OUTSTANDING 13,860,551 2,419,085
============= ===========
3
NUTRACEA
AND SUBSIDIARIES
Consolidated Statements of Cash Flow
(unaudited)
2004 2003
------------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(17,802,612) $(381,206)
Adjustments to reconcile net loss to net cash
used in operating activities
Depreciation and amortization 5,179 32,297
Amortization of deferred compensation 35,681 33,076
Non-cash issuances of stock options and warrants 7,271,060 -
Non-cash issuances of stock as compensation 9,561,197 -
(Increase) decrease in
Accounts receivable 14,059 (115,818)
Inventory (109,052) 12,424
Prepaid expenses (12,884) 21,763
Accounts payable 6,796 16,611
Accrued salaries and benefits (22,067) 24,392
Deferred compensation (47,842) 112,884
Accrued expenses (2,523) 8,800
Customer deposits 64,664 5,796
Due to related parties 176,127 (10,694)
------------- ----------
Net cash used in operating activities (862,217) (239,675)
------------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (2,237) -
Purchase of patents and trademarks (42,622) (2,483)
------------- ----------
Net cash used in investing activities (44,859) (2,483)
------------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable - related parties - 240,422
Payments on notes payable - related parties - (85,000)
Proceeds from issuance of common stock - 90,000
Proceeds from exercise of stock options 2,744,507 -
------------- ----------
Net cash provided by financing activities 2,744,507 245,422
------------- ----------
Net increase in cash 1,837,431 3,264
CASH, BEGINNING OF PERIOD 100,023 34,718
------------- ----------
CASH, END OF PERIOD $ 1,937,454 $ 37,982
============= ==========
4
NUTRACEA AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1-BASIS OF PRESENTATION:
The accompanying unaudited interim consolidated financial statements of NutraCea
have been prepared in accordance with accounting principles generally accepted
in the United States of America and the rules of the Securities and Exchange
Commission ("SEC"), and should be read in conjunction with the audited financial
statements and notes thereto contained in NutraCea's Annual Report filed with
the SEC on Form 10-KSB. In the opinion of management, all adjustments,
consisting of normal recurring adjustments, necessary for a fair presentation of
financial position and the results of operations for the interim periods
presented have been reflected herein. The results of operations for interim
periods are not necessarily indicative of the results to be expected for the
full year. Notes to the financial statements that would substantially duplicate
the disclosure contained in the audited financial statements for 2003 as
reported in the 10-KSB have been omitted.
NOTE 2-STOCK-BASED COMPENSATION:
Compensation is recorded for stock-based compensation grants based on the excess
of the estimated fair value of the common stock on the measurement date over the
exercise price. Additionally, for stock-based compensation grants to
consultants, NutraCea recognizes as compensation expense the fair value of such
grants as calculated pursuant to SFAS No. 123, recognized over the related
service period. SFAS No. 148 requires companies to disclose proforma results of
the estimated effect on net income and earnings per share to reflect application
of the fair value recognition provision of SFAS No. 123.
For the three months
ended March 31,
2004 2003
------------- ----------
Net loss available
to common shareholders:
As reported: $(17,810,985) $(418,738)
Less: compensation expense
charged to income: - -
Plus: proforma compensation
expense: - -
------------- ----------
Proforma net loss available
to common shareholders: $(17,810,985) $(418,738)
============= ==========
Basic loss per common share:
As reported: $ (1.29) $ (0.17)
Proforma: $ (1.29) $ (0.17)
5
NOTE 3 - COMMITMENTS AND CONTINGENCIES
Agreements
----------
For all agreements where stock is awarded as partial or full consideration, the
expense is valued at the fair value of the stock. Expense for stock options and
warrants issued to consultants is calculated at fair value using the
Black-Scholes valuation method.
Effective January 1, 2004, NutraCea amended two executive employment contracts
to reflect quarterly bonuses. Under the contract, compensation shall be $45,000
per calendar quarter, with 250,000 shares of common stock to be granted in the
event NutraCea achieves gross revenues of $1 million or more for the quarter. In
addition, a one-time stock grant of 550,000 shares of common stock will be
awarded for the first quarter gross revenues equal or exceed $5 million. This
bonus agreement is effective until April 15, 2006, unless extended by the board.
NutraCea also agreed to maintain an annual bonus program for members of the
senior management group, including the Chief Executive Officer. The Chief
Executive Officer shall be eligible to receive an annual bonus under terms
otherwise governing the annual bonus program.
Effective January 1, 2004, NutraCea amended the stock options section of an
executive employment contract dated April 15, 2003. The amendment changed the
vesting conditions on 250,000 shares of common stock to "upon the completion of
the twelfth month of employment " instead of "upon the Company achieving two
successful calendar quarters of net profits from operations of the business of
the Company before interest, taxes, depreciation and amortization as
conclusively determined by the independent certified public accountant for the
Company".
On January 12, 2004, NutraCea entered into a one-year consulting agreement with
a sales and marketing company. Under the terms of the agreement, compensation
shall be warrants to purchase 4,000,000 shares of common stock as follows:
300,000 shares at $.50 per share on or before January 12, 2004; 400,000 shares
at $.50 per share on or before February 17, 2004; and 3,300,000 shares at $.50
per share on or before April 19, 2004. Non-cash compensation expense of
$3,911,886 was recorded relating to this agreement. All of the warrants had been
exercised at March 31, 2004.
On January 28, NutraCea entered into a one-year consulting agreement with a
sales and marketing company. Under the terms of the agreement, compensation
shall be warrants to purchase 90,000 shares of common stock at an exercise price
of $.01 per share. Non-cash compensation expense of $137,158 was recorded
relating to this agreement. As of March 31, 2004, these warrants had been
exercised.
On February 2, 2004, NutraCea entered into a six -month consulting agreement
with a communications company. Under the terms of the agreement, compensation
shall be $2,500 per month, plus shares of common stock valued at $6,000 issued
at signing of contract. Either party may terminate the agreement with sixty
days written notice. At March 31, 2004, the shares had been issued in full.
On February 23, 2004, NutraCea entered into a one-year consulting agreement with
a marketing company. Under the terms of the agreement, compensation shall be
monthly issuance of shares of common stock valued at $7,500 per month. In
addition, the consultant is entitled to a 3% commission on equity or debt
financing introduced to NutraCea.
On March 1, 2004, NutraCea entered into a 90-day consulting agreement with a
financial relations company. Compensation shall be the issuance of 100,000
shares of common stock per month. As of March 31, 2004, 100,000 shares valued at
$142,000 had been issued to the consultant.
On March 1, 2004, NutraCea entered into a one-year consulting agreement with a
sales and marketing company. Compensation shall be the issuance of 25,000
shares of common stock. At March 31, 2004, these shares had been issued.
Non-cash compensation expense of $35,500 was recorded relating to this
agreement.
On March 9, 2004, NutraCea entered into a one-year consulting agreement with a
communications company. Under the terms of the agreement, compensation shall be
6
issuance shares of common stock valued at $36,000. At March 31, 2004, these
shares have been issued in full.
On March 15, 2004, NutraCea entered into a six-month consulting agreement with a
sales and marketing company. Under the terms of the agreement, compensation
shall be warrants to purchase 400,000 shares of common stock, at an exercise
price of $.001 and warrants to purchase up to 1,000,000 shares of common stock
at an exercise price of $1.20, to be exercised within three years. At March 31,
2004, the 400,000 warrants exercisable at $.001 had been exercised. Non-cash
compensation expense of $2,149,598 was recorded relating to this agreement.
On March 19, 2004, NutraCea approved granting a one-time cash bonus of 2/3 of
normal salary to the CEO and President. The bonus amount for both executives is
$180,000, payable April 1, 2004.
On March 25, 2004, NutraCea entered into two, two-year consulting agreements
with two medical advisors. Under the terms of the agreement, compensation shall
be 100,000 shares of common stock each, payable in advance, and options to
purchase 100,000 shares of common stock at a price of $.50 per share for the
second year of service. The 200,000 shares of common stock are valued at
$286,000 and the options are valued at $107,684. Expense for these amounts was
recorded in April 2004 when the shares and options were issued.
On March 25, 2004, NutraCea entered into a three-year consulting agreement with
a development and marketing company. Under the terms of the agreement,
compensation shall be $1 per unit (a minimum 30-day supply of NutraCea product)
for up to a total accumulated payment of $750,000, and $.50 per unit thereafter,
payable quarterly within 45 days after the end of the quarter. In addition,
NutraCea will issue 100,000 shares of common stock for each probiotic
formulation NutraCea markets, and options to purchase 300,000 shares of common
stock at an exercise price of $1 per share with 100,000 options to be vested
immediately and 50,000 shares per year thereafter. The vested options are
valued at $102,782.
NOTE 4 - COMMON STOCK
Common Stock
-------------
All stock issued is valued at the fair value of the stock.
On March 25, 2004, NutraCea established the NutraCea Patent Incentive Plan,
which grants 15,000 shares of common stock to each named inventor on each
granted patent which is assigned to NutraCea.
During the quarter ended March 31, 2004, NutraCea issued 544,965 shares of
common stock to consultants for services rendered valued at $723,381.
During the quarter ended March 31, 2004, NutraCea issued 168,095 shares of
common stock to vendors in payment of accounts payable totaling $57,111.
During the quarter ended March 31, 2004, NutraCea issued 6,490,711 shares of
common stock pursuant to the exercise of stock options and warrants for cash
totaling $2,744,507.
During the quarter ended March 31, 2004, NutraCea issued 280,000 shares of
common stock to two consultants in settlement of contractual agreements valued
at $477,816.
During the quarter ended March 31, 2004, NutraCea issued 5,500,000 shares of
common stock, valued at $8,360,000, to NutraCea's Chief Executive Officer in
exchange for execution of a non-compete agreement and transfer to NutraCea of
all intellectual property owned by the Chief Executive Officer.
Stock Options & Warrants
---------------------------
Expense for stock options and warrants issued to consultants is calculated at
fair value using the Black-Scholes valuation method.
During the quarter ended March 31, 2004, NutraCea issued 6,547,263 warrants with
exercise prices between $.001 and $5.00 per share to consultants. The warrants
7
expire at varying times between six months and five years. A total of $7,271,060
in non-cash compensation expense was recorded relating to the issue of these
warrants.
NOTE 5 - BUSINESS SEGMENTS
For internal reporting purposes, management segregates NutraCea into operating
segments as follows for the three months ended March 31, 2004 and 2003:
THREE MONTHS ENDED (LOSS) FROM INTEREST TOTAL DEPRECIATION/
MARCH 31, 2004 NET SALES OPERATIONS EXPENSE ASSETS AMORTIZATION
----------------------------------- ------------ ------------- --------- -------------- -------------
NutraStar Technologies Incorporated $ 121,963 $ (194,514) $ (495) $ 2,396,525 $ 5,178
NutraGlo Incorporated 106 (25,740) - 139,544 -
Unallocated corporate overhead - (17,582,801) - - -
------------ ------------- --------- -------------- -------------
Total, NutraCea $ 122,069 $(17,803,055) $ (495) $ 2,536,069 $ 5,178
============ ============= ========= ============== =============
THREE MONTHS ENDED (LOSS) FROM INTEREST TOTAL DEPRECIATION/
MARCH 31, 2003 NET SALES OPERATIONS EXPENSE ASSETS AMORTIZATION
----------------------------------- ------------ ------------- --------- -------------- -------------
NutraStar Technologies Incorporated $ 13,304 $ 10,582 $ 17,191 $ 453,179 $ 32,297
NutraGlo Incorporated 212,687 52,002 - 168,229 -
Unallocated corporate overhead - (426,599) - - -
------------ ------------- --------- -------------- -------------
Total, NutraCea $ 225,991 $ (364,015) $ 17,191 $ 621,408 $ 32,297
============ ============= ========= ============== =============
NOTE 6 - SUBSEQUENT EVENTS
Agreements
----------
For all agreements where stock is awarded as partial or full consideration, the
expense is valued at the fair value of the stock. Expense for stock options and
warrants issued to consultants is calculated at fair value using the
Black-Scholes valuation method.
On April 2, 2004, NutraCea entered into a 180-day consulting agreement with a
marketing and investor relations company. The term can be extended another 180
days by mutual agreement. Under the terms of the agreement, compensation shall
be 400,000 shares of common stock, and $4,000 cash per month. Compensation
shall also include an 8% cash commission on equity or debt financing introduced
to NutraCea, as well as a warrant, exercisable within 3 years, for common shares
to equal 10% of the gross financing proceeds. The warrant is to be priced at
110% of the closing bid price for the preceding 30 business days of the day of
closing, such warrant or shares to be issued at closing.
On April 29, 2004, NutraCea entered into a one-year consulting agreement (with
options to extend for four successive terms of one year each) with two retired
employees of NutraCea. Under the terms of the agreements, annual compensation of
$75,000 and $80,000 each is payable on a monthly basis. In addition, each of
the consultants received warrants to purchase 50,000 shares of common stock at
$.20 a share. The 100,000 warrants are valued at $91,370 and expire in 5 years.
Either party can cancel this agreement with 30-day written notice.
Common and Preferred Stock
--------------------------
All stock issued is valued at the fair value of the stock.
On April 1, 2004, NutraCea repurchased 344,956 shares of common stock valued at
$230,000 from the Chief Executive Officer of NutraCea pursuant to a repurchase
agreement of that date.
Subsequent to March 31, 2004, NutraCea issued 661,637 shares of common stock to
consultants for services rendered valued at $906,650.
Subsequent to March 31, 2004, NutraCea issued 531 shares of common stock to a
vendor in payment of accounts payable in the amount of $833.
8
Subsequent to March 31, 2004, NutraCea issued 309,445 shares of common stock
pursuant to the exercise of stock options and warrants for cash totaling
$10,344.
On May 14, 2004, NutraCea converted 270,000 shares of preferred stock to 270,000
shares of common stock pursuant to the Mandatory Conversion paragraph of the
Private Placement Memorandum dated November 9, 2001.
Stock Options & Warrants
------------------------
Expense for stock options and warrants issued to consultants is calculated at
fair value using the Black-Scholes valuation method.
Subsequent to March 31, 2004 NutraCea issued 401,230 warrants with exercise
prices between $.001 and $5.00 to consultants. The warrants expire at varying
times between four and five years. A total of $443,698 in non-cash compensation
expense was recorded relating to the issue of these warrants.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS
CAUTION ABOUT FORWARD-LOOKING STATEMENTS
This Form 10-QSB includes "forward-looking" statements about future financial
results, future business changes and other events that have not yet occurred.
For example, statements like NutraCea "expects," "anticipates" or "believes" are
forward-looking statements. Investors should be aware that actual results may
differ materially from NutraCea's expressed expectations because of risks and
uncertainties about the future. NutraCea does not undertake to update the
information in this Form 10-QSB if any forward-looking statement later turns out
to be inaccurate. Details about risks affecting various aspects of NutraCea's
business are discussed throughout this Form 10-QSB and should be considered
carefully.
RESULTS OF OPERATIONS
Three-Month Period Ended March 31, 2004 versus 2003
---------------------------------------------------
Revenues of NutraCea decreased by $103,922, to $122,069 for the quarter ended
March 31, 2004 from $225,991 for the quarter ended March 31, 2003. In March 2003
the NutraGlo subsidiary recorded a sale of approximately $203,600; the
corresponding sale in 2004 in the amount of $199,300 was not recorded until
April 2004. Consumer and industrial sales increased by approximately $90,000 in
the first quarter of 2004 compared to the first quarter of 2003, while
commission income and reimbursed shipping charges increased by approximately
$9,800.
Cost of goods sold decreased by $48,734, to $78,665 for the quarter ended March
31, 2004 from $127,399 for the quarter ended March 31, 2003. The decrease
relates directly to the decrease in sales.
Operating expenses increased by $17,383,852, to $17,846,459 for the quarter
ended March 31, 2004 from $462,607 for the quarter ended March 31, 2003. Most of
the increase is due to increased non-cash stock and option awards in the amount
of $16,963,184. We are continuing in 2004 to conserve our positive cash position
by issuing options and stock for services whenever possible. Other increases
include commissions and finders fees in the amount of $170,438, professional
fees of $54,830, and promotional and marketing expense of $45,210. In addition,
salaries and wages increased by approximately $150,000 due to one-time cash
bonuses to the CEO and President.
Interest expense decreased by $16,696, to $495 for the quarter ended March 31,
2004 from $17,191 for the quarter ended March 31, 2003. The decrease is due to
interest expense on notes that were paid off in 2003.
LIQUIDITY AND SOURCES OF CAPITAL
NutraCea has incurred significant operating losses since its inception, and, as
of March 31, 2004 NutraCea had an accumulated deficit of $39,155,940. However,
at March 31, 2004, NutraCea had cash and cash equivalents of $1,937,454 and
working capital of $1,006,764.
10
To date, NutraCea has funded its operations, in addition to sales revenues,
through a combination of short-term debt and the issuance of common and
preferred stock. During the three months ended March 31, 2004, NutraCea raised
a total of $2,744,507 from the exercise of options and warrants to purchase
6,490,711 shares of common stock. NutraCea continues to pursue cost cutting or
expense deferral strategies in order to conserve working capital.
Based on management's financial projections, NutraCea has enough cash reserves
to finance our business plan through fiscal year 2004. Alternatively, NutraCea
may seek interim financing in the form of bank loans, private placement of debt
or equity securities, or some combination thereof. Such interim financing may
not be available in the amounts or at the times when NutraCea requires, and will
likely not be on terms favorable to NutraCea.
ITEM 3. CONTROLS AND PROCEDURES
NutraCea has adopted and implemented internal disclosure controls and procedures
designed to provide reasonable assurance that all reportable information will be
recorded, processed, summarized and reported within the time period specified in
the SEC's rules and forms. Under the supervision and with the participation of
NutraCea's management, including NutraCea's President and Chief Executive
Officer and NutraCea's Controller and Principal Financial Officer, NutraCea has
evaluated the effectiveness of the design and operation of its disclosure
controls and procedures pursuant to Exchange Act Rule 13a-15(e) as of the end of
the fiscal quarter covered by this report. Based on that evaluation, the
President and Chief Executive Officer and the Controller and Principal Financial
Officer have concluded that these disclosure controls and procedures are
effective. There were no changes in NutraCea's internal controls or in other
factors during or since the end of the fiscal quarter covered by this report
that have had a material effect or are reasonably likely to have a material
effect on internal controls subsequent to the end of the fiscal quarter covered
by this report.
11
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
SALES OF UNREGISTERED SECURITIES DURING THE QUARTER
During the quarter ended March 31, 2004, NutraCea issued 366,221 shares of
common stock to consultants for services rendered valued at $466,881.
During the quarter ended March 31, 2004, NutraCea issued 168,095 shares of
common stock to vendors in payment of accounts payable totaling $57,111.
During the quarter ended March 31, 2004, NutraCea issued 520,711 shares of
common stock pursuant to the exercise of stock options and warrants for cash
totaling $201,707.
During the quarter ended March 31, 2004, NutraCea issued 280,000 shares of
common stock to two consultants in settlement of contractual agreements valued
at $477,816.
During the quarter ended March 31, 2004, NutraCea issued 5,500,000 shares of
common stock, valued at $8,360,000, to NutraCea's Chief Executive Officer in
exchange for execution of a non-compete agreement and transfer to NutraCea of
all intellectual property owned by the Chief Executive Officer.
All of the above issuances were made without any public solicitation, to a
limited number of investors or related individuals or entities and were acquired
for investment purposes only. Each of the individuals or entities had access to
information about NutraCea and were deemed capable of protecting their own
interests. The securities were issued pursuant to the private placement
exemption provided by Section 4(2) of the Securities Act of 1933. These are
deemed to be "restricted securities" as defined in Rule 144 under the 1933 Act
and bear a legend stating the restrictions on resale.
ITEM 5. OTHER INFORMATION
On February 23 and March 19, 2004, respectively, Eliot Drell, MD and Ernie
Bodai, MD were appointed to serve on the Board of Directors until the next
annual meeting and election.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following documents are filed as exhibits to this report:
31.1 Certification by CEO pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002
31.2 Certification by CFO pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002
32.1 Certification by CEO and CFO pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K: None
12
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
NUTRACEA
Dated: May 24,2004 /s/Patricia McPeak
------------------
Patricia McPeak
Chief Executive Officer
Dated: May 24,2004 /s/ Joanna Hoover
-----------------
Joanna Hoover,
Chief Financial Officer
(Principal Accounting Officer)
13