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

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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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