December 15, 2005
Mr. Bradley D. Edson
President and Chief Executive Officer
NutraCea
1261 Hawk`s Flight Court
El Dorado Hills, CA 95762
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. Edson:
We have limited our review of the above filings to only the
areas upon which we have issued comments. Where indicated, we
think
you should revise your documents in response to these comments.
If
you disagree, we will consider your explanation as to why our
comment
is inapplicable or a revision is unnecessary. Please be as
detailed
as necessary in your explanation. In some of our comments, we may
ask you to provide us with supplemental information so we may
better
understand your disclosure. After reviewing this information, we
may
raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form SB-2
General
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.
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.
Selling Security Holders, page 61
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 no agreements or understandings, directly or
indirectly, with any party to distribute the securities.
Otherwise,
identify the selling shareholder as an underwriter. We may have
additional comments.
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.
Where You Can Find More Information, page 64
5. Please revise to include the SEC`s new address.
Form 10-KSB for the Fiscal Year Ended December 31, 2004
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.
Forms 10-QSB
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. found in Release No. 33-8238 for
additional guidance. Also, ensure this language appears in each
Form
10-QSB cited above and all future filings.
Closing Comments
As appropriate, please amend the above filings in response
to
these comments. You may wish to provide us with a marked copy of
the
amendment to expedite our review. Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information. Detailed cover letters greatly
facilitate
our review. Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
Please contact Jason Wynn at (202) 551-3756 or me at (202)
551-
3685 with any questions. Direct all correspondence to the
following
ZIP code: 20549-7010.
Sincerely,
Tangela S. Richter
Branch Chief
cc: J. Wynn
via facsimile
Christopher V. Chediak, Esq. and Mike De Angelis, Esq.
Weintraub Genshlea Chediak Law Corporation
(916) 446-1611
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Mr. Bradley D. Edson
NutraCea
December 15, 2005
page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF CORPORATION FINANCE
MAIL STOP 7010