FORM 12b-25

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

Part I - Registrant Information

NutraCea

Full Name of Registrant

N/A

Former Name if Applicable

5090 N. 40th Street, Suite 400

Address of Principal Executive Office (Street and Number)

Phoenix, Arizona 85018

City, State and Zip Code

Part II - Rules 12b-25(b) and (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed.(Check box if appropriate.)

Part III - Narrative

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

On October 20, 2009, NutraCea filed a Form 10-K for the year ended December 31, 2008 whereby NutraCea completed the process of restating its financial statements for the year ended December 31, 2007, including the associated second, third and fourth fiscal quarters in 2007 and all of the quarters in 2008. NutraCea is working diligently to complete its financial statements for the quarterly periods ended March 31, 2009, June 30, 2009 and September 30, 2009. However, NutraCea is unable to complete these and file its Form 10-Q for the period ended September 30, 2009 on or before the prescribed due date.

Part IV - Other Information

1. Name and telephone number of person to contact in regard to this notification

   W. John Short	(602)	522-3000
   (Name)	(Area Code)	(Telephone Number)

2. Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?

   Yes

   No

   √

   If answer is no, identify report(s).

    

3. Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

   Yes

   √

   No

   If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

   The Company has not completed its analysis of the expected changes in results of operations for the quarterly period ended September 30, 2009 as compared to the corresponding quarterly period of 2008 and is unable to provide a narrative and quantitative explanation of these changes at this time. A narrative explanation of the anticipated changes will be set forth in the Company's quarterly report on Form 10-Q for the quarterly period ended September 30, 2009.