Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 22, 2011, the shareholders of NutraCea approved an amendment to the Company's Articles of Incorporation to increase the authorized number of shares of common stock of the Company from 350,000,000 to 500,000,000.

A copy of the amended Article Three of the Amended Articles of Incorporation as filed with the California Secretary of State on June 30, 2011 is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

3.1 Amended Articles of Incorporation filed June 30, 2011

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