Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
HALPERN BARUCH
  2. Issuer Name and Ticker or Trading Symbol
NUTRACEA [NTRZ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
6720 N SCOTTSDALE, STE. 390
3. Date of Earliest Transaction (Month/Day/Year)
07/31/2012
(Street)

SCOTTSDALE, AZ 85253
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
10% Secured Convertible Promissory Note Due 2015 (1) $ 0.07 07/31/2012   A   $ 100,000   07/31/2012 07/31/2015 Common Stock 1,428,571 (5) $ 100,000 D  
Common Stock Warrant, right to buy (1) $ 0.08 07/31/2012   A   1,428,571   07/31/2012 07/31/2017 Common Stock 1,428,571 (5) 1,428,571 D  
Common Stock Warrant, right to buy (1) (2) $ 0.07 07/31/2012   A   357,142   07/31/2012 07/31/2017 Commmon Stock 357,142 $ 0 357,142 D  
10% Secured Convertible Promissory Note Due 2015 (3) $ 0.1 07/31/2012   D     $ 2,500,000 01/18/2012 01/18/2015 Common Stock 25,000,000 $ 0.1 0 I The Shoshana Shapiro Halpern Revocable Trust
10% Secured Convertible Promissory Note Due 2015 (1) (3) $ 0.07 07/31/2012   A   $ 2,500,000   01/18/2012 07/31/2015 Common Stock 35,714,286 $ 0 $ 2,500,000 I The Shoshana Shapiro Halpern Revocable Trust
Common Stock Warrant, right to buy (4) $ 0.12 07/31/2012   D     25,000,000 01/18/2012 01/18/2017 Common Stock 25,000,000 $ 0 0 I The Shoshana Shapiro Halpern Revocable Trust
Common Stock Warrant, right to buy (1) (4) $ 0.08 07/31/2012   A   42,857,143   01/18/2012 07/31/2017 Common Stock 42,857,143 $ 0 42,857,143 I The Shoshana Shapiro Halpern Revocable Trust

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HALPERN BARUCH
6720 N SCOTTSDALE
STE. 390
SCOTTSDALE, AZ 85253
  X      

Signatures

 J. Dale Belt, by power of attorney   08/06/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Contains full ratchet antidilution provision.
(2) Issued pursuant to 2/15/11 financial advisor agreement with Halpern Capital, Inc.
(3) On 7/31/12, the promissory note issued under the Note and Warrant Purchase Agreement dated 1/17/12 was amended to decrease the conversion price from $0.10 per share to $0.07 per share and the maturity date of the promissory note changed from 1/18/15 to 7/31/15.
(4) On 7/31/12, the warrant issued under the Note and Warrant Purchase Agreement dated 1/17/12 was amended to (i) decrease the exercise price from $0.12 per share to $0.08 per share, (ii) amend the expiration date of the warrant from 1/18/17 to 7/31/17, and (iii) increase the number of shares underlying the warrant to 42,857,143 shares.
(5) Note and related warrant were issued for $100,000 cash.

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