UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A1
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 contained a qualification that the
financial statements were prepared on a "going concern" basis and uncertainty of
the Company to continue as a going concern but did not otherwise 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 Predecessor Accountant has not
advised the Company of any deficiencies in the internal controls necessary to
develop reliable financial statements, that information has come to their
attention which made such Predecessor Accountants unwilling to rely on
management's representations or to be associated with the financial statements
prepared by management, or that the scope of the audit should be expanded
significantly; or that information has come to the attention of the Predecessor
Accountant that materially impacts the fairness or reliability of a previously
issued audit report or the underlying financial statements or the financial
statements issued or to be issued covering the fiscal period(s) subsequent to
the date of the most recent audited financial statements.
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 following is filed as an exhibit to this report.
99.1 Letter dated _________, 2003 from Singer Lewak Greenbaum &
Goldstein, LLP regarding agreement with the statements made in
this report.
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