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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): October 24, 2003

                                    NutraCea
                 (Exact name of Company as specified in charter)

                                   California
                 (State of Other Jurisdiction of Incorporation)


                0-32565                                   87-0673375
        (Commission File Number)               (IRS Employer Identification No.)

         1261 Hawk's Flight Court
           El Dorado Hills, CA                               95762
 (Address of Principal Executive Offices)                  (Zip Code)


                                 (916) 933-7000
              (Registrant's Telephone Number, Including Area Code)



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Item 4. Changes in Registrant's Certifying Accountant.

         Effective  October 23, 2003,  Singer Lewak  Greenbaum & Goldstein,  LLP
(the "Predecessor Accountant") was dismissed as the independent auditors for the
Company, and Malone & Bailey, PLLC (the "Successor Accountant") was appointed as
the Company's new independent accountants. For the years ended December 31, 2001
and 2002,  the  Predecessor  Accountant's  report did not  contain  any  adverse
opinion or  disclaimer  of  opinion  and was not  qualified  or  modified  as to
uncertainty,  audit scope,  or accounting  principles.  The  Company's  Board of
Directors approved this action on October 23, 2003.

         During the years ended  December 31, 2001 and 2002,  and the subsequent
interim  period  January  1,  2003  through  October  22,  2003,  there  were no
disagreements  with the  Predecessor  Accountant  on any  matter  of  accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure,  which  disagreement,  if not  resolved  to the  satisfaction  of the
Predecessor  Accountant,  would have caused it to make  reference to the subject
matter of the  disagreement  in  connection  with its  report  on the  financial
statements of the Company for such period.

         The Company has not previously  consulted with the Successor Accountant
regarding the  application of accounting  principles to a specific  completed or
contemplated  transaction or the type of audit opinion that might be rendered on
the Company's financial statements.

Item 7.  Financial Statements and Exhibits

         The Company has  requested  a letter  from the  Predecessor  Accountant
addressed to the Securities and Exchange Commission stating whether it agrees or
disagrees  with the  statements in this report.  Such letter will be filed as an
exhibit to this report within two business days after the receipt thereof.


                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Company  has duly  caused  this  Report to be  signed on its  behalf by the
undersigned thereunto duly authorized.


                                                NutraCea


Date: October 23, 2003                          By: /s/ John Howell
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                                                    John Howell
                                                    President and
                                                    Chief Operating Officer