**FORM 10-QSB**

 

**U.S. SECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C.  20549**

 

**QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF**

**THE SECURITIES EXCHANGE ACT OF 1934**

 

**For thequarterly period ended**

**March31, 2002**

 

**Commissionfile number 0-24285**

 

| **The RiceX Company**                                         |
|---------------------------------------------------------------|
|                                                          |   |   |
|                                                          |   | **68-0412200** |
| Incorporated in  Delaware                                     |   | IRS Employer  Identification No. |
|                                                          |   |   |
| **1241  Hawk’s Flight Court, El Dorado Hills, CA 95762** |
|                                                          |
| Registrant’s Telephone  No. **(916) 933-3000**           |

 

Indicate by check mark whether the registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days. Yes  ý  No  o

 

Number of shares ofcommon stock outstanding as of May 1, 2002:

**38,829,350**

 

TRANSITIONAL SMALLBUSINESS DISCLOSURE FORMAT (Check One):

 

Yes  o  No  ý

 

----

 

**TheRiceX Company**

**Form 10-QSB for the Quarter Ended March 31, 2002**

 

Index

 
| PART I.    | FINANCIAL INFORMATION                                           |                                                                                  |
|------------|-----------------------------------------------------------------|---------------------------------------------------------------------------------------|
|       |                                                            |                                                                                  |
| Item 1.    | Financial Statements                                            |                                                                                  |
|       |                                                            |                                                                                  |
|       | a)                                                              | Consolidated  Balance Sheet at March 31, 2002                                         |   |
|       |                                                            |                                                                                  |
|       | b)                                                              | Consolidated  Statements of Operations for the quarters ended March 31, 2002 and 2001 |   |
|       |                                                            |                                                                                  |
|       | c)                                                              | Consolidated  Statements of Cash Flow for the quarters ended March 31, 2002 and 2001  |   |
|       |                                                            |                                                                                  |
|       | d)                                                              | Notes to  financial statements                                                        |   |
|       |                                                            |                                                                                  |
| Item  2.   | Management’s  Discussion and Analysis or Plan of Operation |                                                                                  |
|       |                                                            |                                                                                  |
|       |                                                            |                                                                                  |
| PART II.   | OTHER INFORMATION                                               |                                                                                  |
|       |                                                            |                                                                                  |
| Item 1.    | Legal Proceedings                                               |                                                                                  |
|       |                                                            |                                                                                  |
| Item 2.    | Changes In Securities                                           |                                                                                  |
|       |                                                            |                                                                                  |
| Item 3.    | Defaults Upon  Senior Securities                                |                                                                                  |
|       |                                                            |                                                                                  |
| Item  4.   | Submission  of Matters to a Vote of Security Holders            |                                                                                  |
|       |                                                            |                                                                                  |
| Item  5.   | Other  Information                                              |                                                                                  |
|       |                                                            |                                                                                  |
| Item 6.    | Exhibits and  Reports on Form 8-K                               |                                                                                  |
|       |                                                            |                                                                                  |
|       | a)                                                              | Exibits                                                                               |   |
|       |                                                            |                                                                                  |   |
|       | b)                                                              | Reports on Form 8-K                                                                   |   |
|       |                                                            |                                                                                  |   |
| Signatures |                                                            |                                                                                  |   |

 

2

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**THERICEX COMPANY**

**CONSOLIDATED BALANCE SHEET**

**March 31, 2002**

**(unaudited)**

 
| ASSETS                                                                                                             |   |        |      |
|--------------------------------------------------------------------------------------------------------------------|--------|-------------|-----------|
|                                                                                                               |   |        |      |
| CURRENT  ASSETS:                                                                                                   |   |        |      |
| Cash and cash  equivalents                                                                                         |   | $           | 2,074,472 |   |
| Trade accounts  receivable                                                                                         |   | 576,526     |      |
| Inventories                                                                                                        |   | 298,990     |      |
| Deposits and  other current assets                                                                                 |   | 149,108     |      |
|                                                                                                               |   |        |      |
| Total  current assets                                                                                              |   | 3,099,096   |      |
|                                                                                                               |   |        |      |
| PROPERTY AND  EQUIPMENT, net                                                                                       |   | 1,618,323   |      |
|                                                                                                               |   |        |      |
| OTHER ASSETS                                                                                                       |   | 91,986      |      |
|                                                                                                               |   |        |      |
|                                                                                                               |   | $           | 4,809,405 |   |
|                                                                                                               |   |        |      |
| LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)                                                                |   |        |      |
|                                                                                                               |   |        |      |
| CURRENT  LIABILITIES:                                                                                              |   |        |      |
| Accounts payable  and accrued liabilities                                                                          |   | $           | 551,484   |   |
| Total  current liabilities                                                                                         |   | 551,484     |      |
|                                                                                                               |   |        |      |
| Total  liabilities                                                                                                 |   | 551,484     |      |
|                                                                                                               |   |        |      |
| COMMITMENTS AND  CONTINGENCIES                                                                                     |   |        |      |
|                                                                                                               |   |        |      |
| SHAREHOLDERS’  EQUITY (DEFICIT)                                                                               |   |        |      |
| Preferred  stock, par value $.00l per share, 10,000,000 shares authorized, no shares issued and  outstanding       |   | —      |      |
| Common stock,  par value $.001 per share, 100,000,000 shares authorized, 38,829,350 shares  issued and outstanding |   | 38,829      |      |
| Additional  paid-in capital                                                                                        |   | 29,236,297  |      |
| Accumulated  deficit                                                                                               |   | (25,017,205 | )         |
| Total  shareholders’ equity                                                                                   |   | 4,257,921   |      |
|                                                                                                               |   |        |      |
|                                                                                                               |   | $           | 4,809,405 |   |

 

The accompanyingnotes are an integral part of these consolidated financial statements.

 

3

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**THERICEX COMPANY**

**CONSOLIDATEDSTATEMENTS OF OPERATIONS**

**(unaudited)**

 
|                                             |   | **Quarters  ended** |      |
|--------------------------------------------------|--------|---------------------|-----------|
|                                             |   | **March 31,  2002** |      | **March 31,  2001** |   |
| Revenues                                         |   |                |      |   |   |
| Sales                                            |   | $                   | 1,417,291 |   | $ | 1,168,644 |   |
| Royalties                                        |   | 332                 |      | 7,218 |   |
|                                             |   | 1,417,623           |      | 1,175,862 |   |
|                                             |   |                |      |   |   |
| Cost of sales                                    |   | 525,062             |      | 613,844 |   |
|                                             |   | 892,561             |      | 562,018 |   |
|                                             |   |                |      |   |   |
| Research  and development expenses               |   | 64,687              |      | 69,438 |   |
| Selling, general  and administrative expenses    |   | 392,111             |      | 430,949 |   |
| Professional  fees                               |   | 102,118             |      | 161,454 |   |
| Investor  relations fees                         |   | 3,133               |      | 3,566 |   |
|                                             |   |                |      |   |   |
| Income (loss)  from operations                   |   | 330,512             |      | (103,389 | ) |
| Other income  (expense):                         |   |                |      |   |   |
| Interest and  other income                       |   | 6,877               |      | 13,345 |   |
| Interest and  other expense                      |   | —              |      | (374 | ) |
| Income  (loss) before provision for income taxes |   | 337,389             |      | (90,418 | ) |
| Provision for  income taxes                      |   | 1,600               |      | 1,650 |   |
|                                             |   |                |      |   |   |
| Net income  (loss)                               |   | $                   | 335,789   |   | $ | (92,068 | ) |
|                                             |   |                |      |   |   |
| Basic  and diluted earnings per share:           |   |                |      |   |   |
| Net income  (loss) per share                     |   | $                   | 0.01      |   | $ | (0.00 | ) |
|                                             |   |                |      |   |   |
| Weighted average  number of shares outstanding   |   | 38,829,350          |      | 38,829,350 |   |

 

The accompanying notesare an integral part of these consolidated financial statements.

 

4

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**THE RICEX COMPANY**

**CONSOLIDATED STATEMENTS OF CASH FLOWS**

**(unaudited)**

 
|                                                                      |   | **Quarters  ended** |      |
|---------------------------------------------------------------------------|--------|---------------------|-----------|
|                                                                      |   | **March 31,  2002** |      | **March 31,  2001** |   |
| Cash flow from  operating activities:                                     |   |                |      |   |   |
| Net income (loss)                                                         |   | $                   | 335,789   |   | $ | (92,068 | ) |
| Adjustments to  reconcile net loss to net cash from operating activities: |   |                |      |   |   |
| Depreciation and  amortization                                            |   | 175,881             |      | 204,545 |   |
| Shares, warrants  and options issued for compensation and services        |   | —              |      | 22,140 |   |
| Issuance of  warrants and stock options                                   |   | 7,077               |      | — |   |
| Amortization of  prepaid processing fees                                  |   | 19,533              |      | 19,533 |   |
| Amortization  of warrants issued                                          |   | 19,140              |      | — |   |
| Recognition  of deferred revenue                                          |   | (206,800            | )         | (720,400 | ) |
| Net  changes in operating assets and liabilities                          |   |                |      |   |   |
| Trade accounts  receivable                                                |   | 206,848             |      | 233,264 |   |
| Inventories                                                               |   | (58,597             | )         | 16,568 |   |
| Deposits and  other current assets                                        |   | (56,282             | )         | (84,539 | ) |
| Accounts  payable, accrued liabilities                                    |   | 36,746              |      | (113,201 | ) |
|                                                                      |   |                |      |   |   |
| Net cash from  operating activities                                       |   | 479,335             |      | (514,158 | ) |
|                                                                      |   |                |      |   |   |
| Cash flows from  investing activities                                     |   |                |      |   |   |
| Purchases of  property and equipment, and other assets                    |   | (7,928              | )         | (3,800 | ) |
| Net  cash from investing  activities                                      |   | (7,928              | )         | (3,800 | ) |
|                                                                      |   |                |      |   |   |
| Cash flows from  financing activities                                     |   |                |      |   |   |
| Net cash from  financing activities                                       |   | —              |      | — |   |
|                                                                      |   |                |      |   |   |
| Net increase  (decrease) in cash and cash equivalents                     |   | 471,407             |      | (517,958 | ) |
|                                                                      |   |                |      |   |   |
| Cash and cash  equivalents, beginning of period                           |   | 1,603,065           |      | 967,742 |   |
|                                                                      |   |                |      |   |   |
| Cash and cash  equivalents, end of period                                 |   | $                   | 2,074,472 |   | $ | 449,784 |   |

 

The accompanying notesare an integral part of these consolidated financial statements.

 

5

----

 

**THE RICEX COMPANY**

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

 

1.               DESCRIPTION OFBUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

 

The RiceX Company (“RiceX”), formerly Food Extrusion, Inc., wasincorporated in California in 1989 and in 1998 was reincorporated in Delawareand changed its name to The RiceX Company. RiceX has a wholly owned subsidiary, Food Extrusion Montana, Inc.(FoodEx Montana).  The consolidatedfinancial statements include the accounts of RiceX and FoodEx Montana(collectively “the Company”), after the elimination of all inter-companybalances and transactions.

 

The Company is an agribusiness food technology company which hasdeveloped a proprietary process to stabilize rice bran.  RiceX is headquartered in El Dorado Hills,California and has stabilization equipment located at one rice mill in NorthernCalifornia.  The Company purchases rawrice bran from this mill.  Millemployees, under Company supervision, operate the Company’s equipment tostabilize rice bran.  The Company pays aprocessing fee to the mill for this service. Under an agreement the mill may use the Company’s equipment to stabilizerice bran for its customers in exchange for the payment of a royalty fee to theCompany.

 

FoodEx Montana is engaged in the business of custom manufacturinggrain-based products for food ingredient companies at its production facilityin Dillon, Montana.  The facility hasspecialized processing equipment and techniques for the treatment of grainproducts to cook, enzyme treat, convert, isolate, dry and package finished foodingredients.  The soluble and fibercomplex form of the Company’s rice bran products is produced at the Montanafacility.

 

There have been no changes in the Company’s significant accountingpolicies as set forth in the Company’s audited financial statements for theyear ended December 31, 2001, which were included in the Company’s Form 10-KSBfiled on March 29, 2002.  Theseunaudited financial statements for the three months ended March 31, 2002 havebeen prepared in accordance with generally accepted accounting principles forinterim financial information. Accordingly, they do not include all of the information and footnotesrequired by generally accepted accounting principles for complete financialstatements.  In the opinion of management,all adjustments (consisting of normal recurring accruals) considered necessaryfor a fair presentation have been included. The results of operations for the three months ended March 31, 2002 arenot necessarily indicative of the results expected for the full year.

 

2.               PROPERTY ANDEQUIPMENT

 

At March 31, 2002, property and equipment consists of the following:

 

| Land and  buildings                             |   | $          | 377,510   |   |
|-------------------------------------------------|--------|------------|-----------|--------|
| Equipment                                       |   | 4,442,569  |      |
| Leasehold  improvements                         |   | 381,641    |      |
| Furniture and  fixtures                         |   | 208,070    |      |
|                                            |   | 5,409,790  |      |
| Less accumulated  depreciation and amortization |   | (3,993,367 | )         |
|                                            |   | 1,416,423  |      |
| Equipment not  placed in service                |   | 201,900    |      |
|                                            |   | $          | 1,618,323 |   |

 

6

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3.               ACCOUNTS PAYABLEAND ACCRUED LIABILITIES

 

At March 31, 2002, accounts payable and accrued liabilities consist ofthe following:

 

| Trade accounts  payable    |   | $       | 178,694 |   |
|----------------------------|--------|---------|---------|--------|
| Other accrued  liabilities |   | 372,790 |    |
|                       |   | $       | 551,484 |   |

 

4.               PROVISION FORINCOME TAXES

 

While the Company has net income through March 31, 2002 and anticipatesnet income for year ended December 31, 2002, the Company expects to utilize netoperating loss carry-forwards, which will reduce income tax expense to thestate minimum tax of $1,600, not including the effect of the AlternativeMinimum Tax. Net operating loss carry-forwards expire for federal tax purposesat various dates from 2009 through 2020 and expire for state tax purposes in2003 through 2010.

 

5.               NET INCOME (LOSS)PER SHARE

 

Basic net income (loss)per share is computed by dividing net income (loss) by the weighted averagenumber of common shares outstanding during all periods presented.  Options and warrants are excluded from thebasic net income (loss) per share calculation because they are currently anti-dilutive.

 

Item 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLANOF OPERATION

 

The following is a discussion of the consolidated financial conditionof The RiceX Company and the results of operations for the quarters ended March31, 2002 and 2001.

 

When used in this report, the words “believe,” “expect,” “anticipate”and similar expressions, together with other discussion of future trends orresults, are intended to identify forward-looking statements within the meaningof Section 27A of the Securities Act of 1933, as amended (the “Securities Act”)and Section 21E of the Securities Exchange Act of 1934, as amended (the“Exchange Act”).  Such statements aresubject to certain risks and uncertainties, including those discussed belowthat could cause actual results to differ materially from those projected.  These forward-looking statements speak onlyas of the date hereof.  All of theseforward-looking statements are based on estimates and assumptions made bymanagement of the Company which, although believed to be reasonable, areinherently uncertain and difficult to predict; therefore, undue reliance shouldnot be placed upon such statements.  Thefollowing important factors, among others, could cause the Company’s results ofoperations to be adversely affected in future periods: (i) increased competitivepressures from existing competitors and new entrants; (ii) increases ininterest rates or the Company’s cost of borrowing or a default under anymaterial debt agreements; (iii) deterioration in general or regional economicconditions; (iv) adverse state or federal legislation or regulation thatincreases the costs of compliance, or adverse findings by a regulator withrespect to existing operations; (v) loss of customers or sales weakness; (vi)inability to achieve future sales levels or other operating results; (vii) theunavailability of funds for capital expenditures; and (viii) operationalinefficiencies in distribution or other Company systems.  Many of such factors are beyond the controlof the Company.  There can be noassurance that the Company will not incur new or additional unforeseen costs inconnection with the ongoing conduct of its business.  Accordingly, any forward-looking statements included herein donot purport to be predictions of future events or circumstances and may not berealized.  In addition, assumptionsrelating to budgeting, marketing, advertising, litigation and other managementdecisions are subjective in many respects and thus susceptible tointerpretations and periodic revisions based on actual experience and business developments,the impact of which may cause the Company to alter its marketing, capitalexpenditure or other budgets, which may in turn affect the Company’s financialpositions and results of operations.

 

7

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QUARTERS ENDED MARCH 31, 2002 AND 2002

 

For the quarter ended March 31, 2002, consolidated revenues of$1,417,000 increased $249,000, or 21%, from the same period last year. Thesales increase was attributed to a year-to-date increase in all product lines.RiceX Stabilized Rice Bran (“SRB”) Regular increased $138,000, RiceX Solublesincreased $56,000, SRB Fine increased $31,000, and RiceX Fiber increased$24,000 compared to sales through March 31, 2001.

 

Gross margins for the quarter ended March 31, 2002 were $892,000, or63%, compared to $562,000, or 48%, during the same period last year. Grossmargins on the Company’s various products vary widely and the gross margins areimpacted from period to period by sales mix and utilization of productioncapacity. The Company expects that gross margins will improve as sales volumesincrease in higher margin products.

 

Research and development(“R&D”) expenses reflect a $5,000 decrease, or 7%, for the quarter endedMarch 31, 2002 compared to the same period last year. R&D expendituresdecreased from $69,000 for the quarter ended March 31, 2001 to $64,000 for thesame quarter in 2002. Even though expenditures were down for the quarter endedMarch 31, 2002, the Company expects to continue research and development expendituresto establish the scientific basis for health claims of existing products and todevelop new products and applications.

 

Selling, general and administrative expenses (“SG&A”) expenses were$392,000 for the quarter ended March 31, 2002, compared to $431,000 for quarterended March 31, 2001, a decrease of $39,000, or 9%. Decreases in SG&A wereprimarily attributed to reduced sales commission fees due to lowerinternational sales, reduced office, insurance, and depreciation expenses.

 

Professional fees decreased to $102,000 for the quarter ended March 31,2002 from $161,000 for the same quarter in 2002. The decrease of $59,000 is dueprimarily to reduced activities and services required by these categories.Professional fees include fees related to accounting, legal, and consulting.

 

Investor relation fees decreased $1,000 to $3,000 for the quarter endedMarch 31, 2002 from $4,000 for the quarter ended March 31, 2001.  Essentially, these fees were related toprinting, filing, and preparation costs in compliance with SEC requirements forthe first quarter ended March 31, 2002 and 2001 respectively.

 

While the Company has net income through March 31, 2002 and anticipatesnet income for year ended December 31, 2002, the Company expects to utilize netoperating loss carry-forwards, which will reduce income tax expense to thestate minimum tax of $1,600, not including the effect of the AlternativeMinimum Tax. Net operating loss carry-forwards expire for federal tax purposesat various dates from 2009 through 2020 and expire for state tax purposes in2003 through 2010.

 

For the quarter ended March 31, 2002, the Company’s net income was$336,000, or $.01 per share, compared to a net loss of $92,000 or $.00 pershare in 2001, an improvement of $428,000 over the same period last year. Theimprovement in net income for the period ended March 31, 2002 is primarily dueto increased sales, increased gross margins based on product mix and productionefficiencies, combined with a reduction of SG&A, investor relations,R&D, and professional expenses during the first quarter of 2002, comparedto the same period last year.

 

LIQUIDITY ANDCAPITAL RESOURCES

 

During the quarterended March 31, 2002 the cash balance and cash flow increased compared to thesame period last year. The Company’s cash balance at March 31, 2002 increased$1,624,000 to $2,074,000 from $450,000 at March 31, 2001.

 

During the quarterended March 31, 2002 the Company showed a $993,000 improvement in cashgenerated from operations and financing activities compared to the quarterended March 31, 2001. The cash flows from these activities generated more than$479,000 for the quarter ended March 31, 2002 compared with a deficit of$514,000 for the quarter ended March 31, 2001. Considering the factors used tocalculate cash from operating activities in 2001, the change in deferredrevenue of $620,000 was a major factor for the Company reporting $514,000negative

 

8

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cash flows fromoperating activities for the quarter ended March 31, 2001. Cash flows fromfinancing activities were zero at quarters ended March 31, 2000 and 2001respectively.

 

The Company’s first international strategic alliance was established inDecember, 2000 with PRODESA and the Christian Children’s Fund in Guatemala forsupplying nutritionally dense ingredients throughout Guatemala over a twelvemonth period starting in January 2001. As a result, the Company’s stabilized rice bran product solubles havebeen used to process a nutritionally enhanced drink for school breakfast andlunch programs to over 67,000 children at the rural community level throughoutGuatemala. The Company is on the cutting edge of this developing nationsprogram as evidenced by the Company’s 2001 proof-of-concept market developmentactivities in Guatemala that generated nearly $2,300,000 in revenues for theyear ended December 31, 2001.

 

The twelve-month program in Guatemala was highly successful in reducingmalnutrition in school age children and enhancing their nutritional growthpotential. The Company expects to expand into two to three additional CentralAmerican countries in 2002 using the PRODESA / Christian Children’s Fund model.The Company is holding substantive discussions with several governmentofficials which may result in expanding its Central American program intoadditional countries including Asia during 2003.

 

Through 2001, the Company focused its market development activities onnutritionally dense ingredients in the international market place first inLatin America and then in Asian countries. These market segments currentlyrepresent multi billion dollar potential market opportunities. Also during2001, the Company initiated strategic alliance discussions with major domesticpremium pet food and equine feed manufacturers and distributors. Domesticmarkets for these segments currently represent a potential opportunity of over$250 million annually. The Company continues to aggressively discuss jointventure opportunities with major premium pet and equine product producers. TheCompany hopes the results of these successful alliances will have a significantfinancial effect on the Company’s annual revenues and profit starting withinfiscal years 2002 and 2003. There can be no assurance the Company will obtainadditional strategic alliances.

 

The Company also intends to partner with local governments andcompanies in developing nations on a joint venture basis to stabilize locallygrown rice bran for local consumption and for future export. The Company plansto introduce its stabilization process systems in large rice mills located inCentral and South America, China, India and Southeast Asia. The Company has hadpreliminary discussions regarding the demonstration of its system and the endproducts for this technology with a number of companies and governmentsincluding other countries in Central America, India, China, Argentina, Brazil,Malaysia and certain African countries. There can be no assurance that these discussions will lead toimplementation of the RiceX Process with these companies or governments.

 

These effortscould significantly increase demand for the Company’s products beyond theCompany’s current production capacity. While the Company believes it canincrease its production capacity to meet sales demand, significant additionalcapital could be required to meet such expansion requirements. The Company hassufficient cash reserves to meet all anticipated short term operatingrequirements, the timing and amount of any long term capital requirements cannotbe predicted at this time. There can be no assurance that any financing will beavailable on acceptable terms.  If suchfinancing is not available on satisfactory terms, the Company may be unable todevelop or expand its business, develop new products, or develop new markets atthe rate desired and its operating results may be adversely affected.

 

PART II.  OTHERINFORMATION

 

Item 1.             LEGAL PROCEEDINGS

 

The Company is from time to time involved in litigation incidental tothe conduct of its business. While the outcome of lawsuits and otherproceedings against the Company cannot be predicted with certainty, in theopinion of management, none of the litigation in which the Company is currentlyinvolved, individually or in the aggregate, is expected to result in a materialeffect on the Company’s financial position or results of operations.

 

Item 2.             CHANGES IN SECURITIES

 

None

 

9

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Item 3.    DEFAULTS UPON SENIOR SECURITIES

 

None

 

Item 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS

 

None

 

Item 5.    OTHER INFORMATION

 

None

 

Item 6.             EXHIBITSAND REPORTS ON FORM 8-K

 

(a)          INDEXTO EXHIBIT

 
| **Exhibit  No.** |   | **Description of Exhibit**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 2.1              |   | Certificate of  Incorporation of the Company. (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 2.2              |   | Form of Incorporation  of the Company. (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 3.1              |   | Certificate  of Incorporation of the Company. (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 3.2              |   | Form  of Corporate By-laws. (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 4.1              |   | Form of  Registration Rights Agreement between the Company and certain officers and  directors. (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 4.2              |   | Form of Warrant Agreement between the Company and  certain investors dated February 9, 1996. (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.3              |   | Letter Agreement between the Company and certain  investors dated January 15, 1999. (5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.4              |   | Shareholders Agreement between CF Corporation  (formerly Centennial Foods, Inc.) and the Company dated March 19, 1997. (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.5              |   | Amendment No. 1 to the Shareholders Agreement  between CF Corporation and the Company dated January 15, 1999. (5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.6              |   | Registration Rights Agreement between the Company  and CF Corporation dated January 22, 1999. (5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.7              |   | Form of Directors Stock Option Agreement. (1)(3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.8              |   | Form of  Non-statutory Stock Option Agreement not issued under the 1997 Stock Option  Plan, governing options granted to employees by the Company. (1)(3)                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 4.9              |   | Creditor  Agreement between Centennial Foods, Inc., the Company and Ike Lynch dated  October 14, 1996. (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.10             |   | Creditor Agreement between Centennial Foods, Inc.,  the Company and Montana Department of Environmental Quality dated October 18,  1996. (1)                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.11             |   | Assignment of Commercial Security Agreement and Business  Loan and Credit Agreement dated March 4, 1996 between Seattle–First  National Bank and Company 19 General Partnership. (1)                                                                                                                                                                                                                                                                                                                                                                                              |
| 4.12             |   | Assignment of Subordination Agreements and  Negotiable Collateral between Seattle­-First National Bank and Company 19 General  Partnership dated March 4, 1996. (1)                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.13             |   | Creditor Agreement between Centennial Foods, Inc.  and Company 19 General partnership dated October 14, 1996. (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.14             |   | Form of  Subordination Agreement between certain creditors of Centennial Foods, Inc.  in favor of Seafirst. (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 4.15             |   | Creditor’s Agreement between Centennial Foods and  Montana Department of Commerce dated October 11, 1996. (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.16             |   | Form of Creditor’s Agreement between Centennial  Foods, Inc. and certain convertible note holders. (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 4.17             |   | Amended and  Restated Loan Agreement between the Company and FoodCeuticals dated as of  December 31, 1998. (5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4.18             |   | Promissory Note in the amount of $1,850,000 payable  to FoodCeuticals dated December 31, 1998. (5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.19             |   | Registration  Rights Agreement between the Company and FoodCeuticals dated December 31,  1998. (5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.20             |   | Warrant  Agreement number 98-1 between the Company and FoodCeuticals dated December  31, 1998. (5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.21             |   | Warrant Agreement  number 99-1 between the Company and FoodCeuticals dated January 15, 1999. (5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.22             |   | Security Agreement  between the Company and FoodCeuticals dated December 31, 1998. (5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.23             |   | Form of Warrant  Agreement between the Company and certain former officers of the Company  dated as of December 1998. (5)                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 4.24             |   | Subscription Agreement  between the Company and Heldomo, A.G. dated September 10, 1998. (5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 4.25             |   | Warrant  Agreement between the Company and Heldomo, A.G. dated September 10, 1998. (5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.26             |   | Warrant Agreement  between the Company and Dorchester Group dated April 26, 1999. (6)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.27             |   | Form of non-statutory  Stock Option Agreement issued under the 1997 Stock Option Plan between the  Company and employees dated October 1, 1999. (3)(6)                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.28             |   | Warrant  Agreement between the Company and JDK & Associates dated November 1,  1999. (6)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.29             |   | Form of  non-statutory Stock Option Agreement issued under the 1997 Stock Option Plan  between the Company and Vice President, Operations, Ike Lynch dated November  1, 1999. Identical Agreements with Vice President and General Manager, Daniel  McPeak, Jr. and Vice President of Finance, Chief Financial Officer, Todd C.  Crow. (3)(6)                                                                                                                                                                                                                                          |
| 4.30             |   | Form of  Subscription Agreement to the Private Placement Offering 1999. (6)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 4.31             |   | Form of Warrant  Agreement to the Private Placement Offering 1999. (6)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.32             |   | Memorandum of  Understanding dated June 29, 2000 between the Company and Intermark Partners,  LLC to convert to equity the note for $2,500,000. (8)                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 4.33             |   | Warrant  agreement between the Company and GBV Intermark Fund, LLC dated September 29,  2000. (9)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.34             |   | Warrant  agreement between the Company and Gilbert L. McCord, Sr. dated September 29,  2000. (9)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.35             |   | Definitive  agreement between the Company and Intermark Partners, LLC dated September 29,  2000. (9)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.36             |   | Form  of Warrant Agreement between the Company and certain former employees dated  as of March 31, 2000. (10)                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.37             |   | Non-statutory  Stock Option Agreement issued under the 1997 Stock Option Plan between the  Company and Daniel L. McPeak, Sr. dated October 27, 2000. (3)(10)                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.38             |   | Warrant  agreement between the Company and Intermark Partners Strategic Management,  LLC representing the Class I Warrant dated October 2, 2000. (10)                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.39             |   | Warrant  agreement between the Company and Intermark Partners Strategic Management,  LLC representing the Class II Warrant dated October 2, 2000. (10)                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.40             |   | Warrant  agreement between the Company and Intermark Partners Strategic Management,  LLC representing the Class III Warrant dated October 2, 2000. (10)                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.41             |   | Form of Board Member  Non-statutory Stock Option Agreement issued under the 1997 Stock Option Plan  between the Company and the Board Members dated February 22, 2001, September  23 and 29, 2001. (12)                                                                                                                                                                                                                                                                                                                                                                                |
| 4.42             |   | Preferred Stock  Subscription Agreement between the Company and Alliance Consumer  International, subsequently named NutraStar, Inc., dated December 10, 2001.  (13)                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.43             |   | Alliance Consumer  International, Inc. Exchange Offer For The Common Stock Of NutraStar dated  December 11, 2001. (13)                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.44             |   | Put/Call Agreement  between the Company and NutraStar, Inc. dated January 15, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.1             |   | Employment  Agreement between the Company and Cherukuri Venkata Reddy Sastry dated April  14, 1996. (1)(3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.2             |   | Employment Agreement between the Company and Rukmini  Cheruvanky dated April 14, 1996. (1)(3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.3             |   | Employment Agreement between the Company and Daniel McPeak  dated April 1, 1997. (1)(3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.4             |   | Employment Agreement between the Company and  Patricia Mayhew dated April 1, 1997. (1)(3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.5             |   | Employment Agreement between the Food Extrusion  Montana, Inc. and Ike E. Lynch dated March 19, 1997. (1)(3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.6             |   | Form of Indemnification Agreement by and among the  Company and certain officers and directors. (1)(3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.7             |   | Agreement between the Company and Wolcott Farms,  Inc. dated March 1, 1997. (1)*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.8             |   | Stabilized Rice Bran Processing, Sales and Marketing  Agreement between Farmer’s Rice and the Company dated June 28, 1994. (1)*                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.9             |   | Amendment dated April 16, 1996 to Stabilized Rice  Bran Processing, Sales and Marketing Agreement between Farmers’ Rice  Cooperative and the Company dated June 28, 1994. (1)                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.10            |   | Stabilized Rice Bran Processing, Sales and Marketing  Agreement between California Pacific Rice Milling, Ltd. and the Company dated  August 1995. (1)*                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.11            |   | Agreement between the Company and Dry Creek Trading,  Inc. dated February 1, 1997. (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.12            |   | Letter Agreement between DuCoa, L.P. and the Company  dated February 25, 1998. (1)*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.13            |   | Security Agreement between CF Corporation, Food  Extrusion Montana, Inc. and the Company dated March 19, 1997. (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.14            |   | Commercial Lease and Deposit Receipt between  Roebbelen Land Company and the Company dated December 23, 1991. (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.15            |   | First Amendment of Lease between Roebbelen Land  Company and the Company dated January 19, 1994. (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.16            |   | Second Amendment of Lease between Roebbelen Land  Company and the Company dated July 11, 1996. (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.17            |   | Third Amendment of Lease Agreement between Roebbelen  Land Company and the Company dated February 1, 1998. (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.18            |   | Lease Agreement between Roebbelen Land Company and  the Company dated July 11, 1996. (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.19            |   | First Amendment of Lease between Roebbelen Land  Company and the Company dated September 1996. (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.20            |   | Second Amendment of Lease Agreement between  Roebbelen Land Company and the Company dated February 1, 1998. (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.21            |   | Asset Purchase Agreement between Centennial Foods,  Inc., Food Extrusion Montana, Inc. and the Company dated January 2, 1997. (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.22            |   | Executive  Employment Agreement for Daniel L. McPeak Jr., Executives Todd C. Crow and  Ike Lynch have similar employment agreements. (3)                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.23            |   | Intermark  Partners, LLC Addendum to Letter of Intent to Invest, Agreement in Principal  dated November 16, 1999. (6)                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.24            |   | Intermark  Partners, LLC Supplemental Agreement dated March 10, 2000. (7)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.25            |   | Consulting  Agreement between The RiceX Company, Inc. and JDK & Associates, Inc.  dated October 20, 1999. (3)(8)                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.26            |   | Termination of  Consulting Agreement between The RiceX Company, Inc. and JDK &  Associates, Inc. dated February 2000. (3)(7)                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.27            |   | Stabilized Rice  Bran Processing, Sales, and Marketing Agreement between Farmers’ Rice  Cooperative and the Company dated May 1, 1999. (3)(6)*                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.28            |   | Stabilized Rice Bran  Processing, Sales, and Marketing Agreement between California Pacific Rice  Milling, Inc. and the Company effectively dated January 1, 2000. (7)                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.29            |   | Licensing Agreement  between NutraStar, Inc. and the Company. (7)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.30            |   | Sublease Agreement  between the Company and NutraStar, Inc. effective November 1, 1999. (8)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.31            |   | Settlement and General  Release among three executive officers and The RiceXTM Company effective June  30, 2000. (8)                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.32            |   | Employment  Agreement between Daniel L. McPeak, Sr. and the Company dated April 1, 2000.  (3)(10)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.33            |   | Consulting  Agreement executed as of February 22, 2001, by and between The RiceX Company  and Dr. Glenn H. Sullivan (3)(11)                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.34            |   | Consulting  Agreement between JDK and Associates, Inc. and the Company executed as of  March 15, 2001.  (12)                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.35            |   | Exclusive  Distribution Agreement between the Company and NutraStar, Inc., dated  December 21, 2001. (13)                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.36            |   | License  Agreement between the Company and NutraStar Technologies, Inc. dated January  9, 2002. (13)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.37            |   | Indemnity  Agreement between the Company and NutraStar, Inc. dated December 13, 2001.  (13)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.38            |   | Contract  for Services between the Company and Dr. Glenn H. Sullivan dated January 1,  2002. (13)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 16.1             |   | Letter from  PricewaterhouseCoopers, LLP (formerly Coopers & Lybrand LLP) dated July  28, 1998. (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 16.2             |   | On August 17, 1999, The  RiceX Company dismissed PricewaterhouseCoopers; LLP (formerly Coopers and  Lybrand, LLP) dated July 28, 1998. (4)                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 16.3             |   | On September 17, 1999,  Grant Thornton, LLP was engaged by the Company as its principal accountant to  audit the Company’s financial statements. (4)                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 16.4             |   | Effective January 1,  2000, Grant Thornton, LLP, the independent accountants for The RiceX Company,  sold its Stockton and Sacramento, California offices to Moss Adams, LLP, an  accounting and consulting firm. Since the individuals performing services for  the Company at Grant Thornton are now in the employ of Moss Adams, effective  January 01, 2000, the Company dismissed Grant Thornton as its independent  accountants and engaged the services of Moss Adams to act as the Company’s  principal accountants to audit the Company’s financial statements. (4) |
| 21               |   | List of  Subsidiaries (6)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |

 

10

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(1)                                                  Previouslyfiled as an exhibit to the Company’s Registration Statement No. 000-24285 filedwith the Commission on May 18, 1998.

(2)                                                  Previouslyfiled as an exhibit to the Company’s Amendment No. 2 to the RegistrationStatement No. 000-24285 filed with the Commission on August 26, 1998.

(3)                                                  Representsa management contract or compensatory plan or arrangement.

(4)                                                  Previouslyfiled as Item (4) on Form 8-K dated August 26, 1999, September 22, 1999, orJanuary 7, 2000.

(5)                                                  Previouslyfiled as an exhibit to the Company’s Form 10-KSB filed with the Commission onApril 15, 1999.

(6)                                                  Previouslyfiled as an exhibit to the Company’s Form 10-KSB filed with the Commission onMarch 30, 2000 and incorporated herein by reference.

(7)                                                  Previouslyfiled as an exhibit to the Company’s Form 10-QSB filed with the Commission onMay 12, 2000 and incorporated herein by reference.

(8)                                                  Previouslyfiled as an exhibit to the Company’s Form 10-QSB filed with the Commission onAugust 18, 2000 and incorporated herein by reference.

(9)                                                  Previouslyfiled as an exhibit to the Company’s Form 10-QSB filed with the Commission onNovember 14, 2000 and incorporated herein by reference.

(10)                                            Previouslyfiled as an exhibit to the Company’s Form 10-KSB filed with the Commission onApril 17, 2001 and incorporated herein by reference.

(11)                                            Previouslyfiled as an exhibit to the Company’s Form 10-QSB filed with the Commission onMay 15, 2001 and incorporated herein by reference.

(12)                                            Previouslyfiled as an exhibit to the Company’s Form 10-QSB filed with the Commission onAugust 10, 2001 and incorporated herein by reference.

(13)                                            Previouslyfiled as an exhibit to the Company’s Form 10-KSB filed with the Commission onMarch 29, 2002 and incorporated herein by reference.

 

*  Confidential treatment granted as to certainportions.

 

 

(b)  REPORTS ONFORM 8-K

 

None

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SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrantcaused this to be signed on its behalf by the undersigned, thereto dulyauthorized.

 
|                     | THE RICEX  COMPANY |
|--------------------------|--------------------|
|                     |               |   |
| Date:  May 10, 2002 | By:                | /s/ Daniel L.  McPeak |   |
|                     |               | Daniel L. McPeak |
|                     |               | Chairman of the  Board and  Chief Executive Officer |
|                     |               |   |
| Date:  May 10, 2002 | By:                | /s/ Todd C. Crow |   |
|                     |               | Todd C. Crow |
|                     |               | Vice President  of Finance and  Chief Financial Officer |
|                          |                    |  |  |  |

 

12

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