SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

MCPEAK PATRICIA

(Last)

(First)

(Middle)

1261 HAWK'S FLIGHT COURT

(Street)

EL DORADO HILLS

95762

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NUTRACEA [ NTRZ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2003

4. If Amendment, Date of 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

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/10/2002		J⁽¹⁾	737,350	D	$0.29	0	D
Common Stock	09/23/2002		G⁽²⁾	535,000	D	$0.00	12,426,986	D
Common Stock	01/03/2003		G⁽³⁾	25,000	A	$0.00	12,451,986	D
Common Stock	11/12/2003		J⁽⁴⁾	11,206,787	D	$0.00	1,245,199	D
Common Stock	12/01/2003		J⁽⁵⁾	402,644	A	$1.3	0	D
Common Stock	12/04/2003		C⁽⁶⁾	114,000	A	$1.31	0	D
Common Stock	12/04/2003		C⁽⁷⁾	344,956	A	$0.5	0	D
Common Stock	12/18/2003		A⁽⁸⁾	2,155,978	A	$1.2	4,262,777	D
Common Stock	12/12/2001		P	972,143	A	$0.16	972,143	I	By Sherwood Capital
Common Stock	01/01/2002		S	243,036	D	$0.16	0	I	By Sherwood Capital
Common Stock	01/10/2002		J⁽⁹⁾	50,000	D	$2.25	0	I	By Sherwood Capital
Common Stock	09/04/2002		J⁽⁹⁾	60,000	D	$0.25	0	I	By Sherwood Capital
Common Stock	09/04/2002		J⁽⁹⁾	10,000	D	$0.25	0	I	By Sherwood Capital
Common Stock	09/04/2002		J⁽⁹⁾	290,000	D	$0.25	0	I	By Sherwood Capital
Common Stock	09/04/2002		G⁽¹⁰⁾	50,000	D	$0.00	0	I	By Sherwood Capital
Common Stock	09/20/2002		J⁽⁹⁾	100,000	D	$0.2	0	I	By Sherwood Capital
Common Stock	09/20/2002		J⁽⁹⁾	10,000	D	$0.2	159,107	I	By Sherwood Capital
Common Stock	04/23/2003		J⁽⁹⁾	100,000	D	$0.07	0	I	By Sherwood Capital
Common Stock	10/14/2003		S	59,107	D	$0.14	0	I	By Sherwood Capital

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	$1	12/04/2003		4C		30,000	12/04/2003	12/31/2004	Common Stock	30,000	$1.31	0	D
Series A Convertible Preferred Stock	$0.5	12/04/2003		4C		42,000	12/04/2003	12/31/2004	Common Stock	84,000	$0	0	D

Explanation of Responses:

1. Shares transferred pursuant to Escrow Agreement.

2. The reporting person previously reported gifts on Form 4. Gifts are to family members not part of reporting person?s household. The reporting person disclaims beneficial ownership of the shares held by family members and this report should not be deemed an admission that the reporting person is the beneficial owner of the shares held by family members for purposes of Section 16 or for any other purpose.

3. Return to reporting person of shares originally gifted by reporting person to family member on September 23, 2002.

4. On November 12, 2003, issuer?s stock reverse split 1-for-10, resulting in the reporting person?s disposal of 11,206,787 shares of common stock.

5. Common stock paid by issuer to reporting person in lieu of compensation.

6. The reporting person converted 30,000 shares of Series A Convertible Preferred Stock on December 12, 2003, at a conversion ratio of one share of preferred for one share of common stock resulting in her acquisition of 30,000 shares of common stock. The Series A Preferred shares were obtained upon the conversion of a loan in which reporting person had loaned $300,000 to the Company. Additionally on this date, the reporting person converted $42,000 in preferred dividends to common stock. The preferred dividends converted had a conversion price of $0.50 per share of common stock, resulting in the reporting person?s acquisition of 84,000 shares of common stock.

7. The reporting person acquired 344,956 shares of common stock from issuer in exchange for cancellation of debt in the amount of $172,478.06.

8. The issuer issued 2,155,978 restricted shares of common stock to the reporting person as a contingent bonus pursuant to the reporting person?s employment agreement.

9. The reporting person transferred shares of issuer?s common stock held indirectly for services rendered by various individuals to issuer.

10. Gift to mother who did not share reporting person?s household at time of gift. The reporting person disclaims beneficial ownership of the shares held by family members and this report should not be deemed an admission that the reporting person is the beneficial owner of the shares held by family members for purposes of Section 16 or for any other purpose.

Remarks:

	S/Patricia McPeak	10/07/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.