UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February, 2010

Commission File Number: 000-19884

LEADING BRANDS, INC.
(Translation of registrant's name into English)

Suite 1800 – 1500 West Georgia Street
Vancouver, British Columbia V6G 2Z6 Canada
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

[ X ] Form 20-F   [                 ] Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [                 ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [                 ]

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes [                 ] No [ X ]

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _________

This Report on Form 6-K is incorporated by reference into the registration statement on Form F-3, File No. 333-146271, and into the prospectus that forms a part of that registration statement, and to be a part thereof from the date on which this Report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

SUBMITTED HEREWITH

Exhibits

99.1 Notice of Articles - Consolidation (Feb 1 2010)
     
99.2 Notice of Articles - Increase in Authorized Common Shares (Feb 1 2010)
     
99.3 Material Change Report - Reverse Split
     
99.4 News Release - Reverse Split
     

 

SIGNATURES

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

  Leading Brands, Inc.
  (Registrant)
     
Date: February 2, 2010 By: /s/ Marilyn Kerzner
   
    Marilyn Kerzner
  Title: Director of Corporate Affairs

 

Date and Time: February 1, 2010 02:16 PM Pacific Time





Ministry
of Finance
BC Registry Services 		Mailing Address:
PO BOX 9431 Stn Prov Govt.
Victoria BC V8W 9V3
www.corporateonline.gov.bc.ca 		Location:
2nd Floor - 940 Blanshard St.
Victoria BC
250 356-8626
 
 
 

Notice of Articles

BUSINESS CORPORATIONS ACT

 
This Notice of Articles was issued by the Registrar on: February 1, 2010 02:00 PM Pacific Time

Incorporation Number: BC0304095

Recognition Date: Incorporated on February 4, 1986
  

 
NOTICE OF ARTICLES
Name of Company:
LEADING BRANDS, INC.
  
   
REGISTERED OFFICE INFORMATION  
   
Mailing Address: Delivery Address:
10TH FLOOR, 595 HOWE STREET 10TH FLOOR, 595 HOWE STREET
VANCOUVER BC V6C 2T5 VANCOUVER BC V6C 2T5
CANADA CANADA
   
   
RECORDS OFFICE INFORMATION  
   
Mailing Address: Delivery Address:
10TH FLOOR, 595 HOWE STREET 10TH FLOOR, 595 HOWE STREET
VANCOUVER BC V6C 2T5 VANCOUVER BC V6C 2T5
CANADA CANADA

BC0304095 Page: 1 of 3


   
DIRECTOR INFORMATION  
   
Last Name, First Name, Middle Name:  
MERRIMAN, JONATHAN  
   
Mailing Address: Delivery Address:
600 CALIFORNIA STREET 600 CALIFORNIA STREET
9TH FLOOR 9TH FLOOR
SAN FRANCISCO CA 94108 SAN FRANCISCO CA 94108
UNITED STATES UNITED STATES
   
   
Last Name, First Name, Middle Name:  
MCRAE, RALPH D  
   
Mailing Address: Delivery Address:
SUITE 1800 SUITE 1800
1500 W. GEORGIA STREET 1500 W. GEORGIA STREET
VANCOUVER BC V6G 2Z6 VANCOUVER BC V6G 2Z6
CANADA CANADA
   
   
Last Name, First Name, Middle Name:  
GAGLARDI, THOMAS ROBERT  
   
Mailing Address: Delivery Address:
SUITE 310 SUITE 310
1755 W. BROADWAY 1755 W. BROADWAY
VANCOUVER BC V6J 4S5 VANCOUVER BC V6J 4S5
CANADA CANADA
   
   
Last Name, First Name, Middle Name:  
FANE, STEPHEN K  
   
Mailing Address: Delivery Address:
1238 TECUMSEH AVENUE 1238 TECUMSEH AVENUE
VANCOUVER BC V6H 1T2 VANCOUVER BC V6H 1T2
CANADA CANADA
   
   
Last Name, First Name, Middle Name:  
Corbett, James E  
   
Mailing Address: Delivery Address:
332 EAST ESPLANADE 332 EAST ESPLANADE
NORTH VANCOUVER BC V7L 1A4 NORTH VANCOUVER BC V7L 1A4
CANADA CANADA
   
   
Last Name, First Name, Middle Name:  
Eddy, Darryl  
   
Mailing Address: Delivery Address:
333 SEYMOUR ST. 333 SEYMOUR ST.
SUITE 780 SUITE 780
VANCOUVER BC V6B 5A6 VANCOUVER BC V6B 5A6
CANADA CANADA

BC0304095 Page: 2 of 3


 
PRE-EXISTING COMPANY PROVISIONS
 
The Pre-existing Company Provisions apply to this company.
 
 
RESOLUTION DATES:
Date(s) of Resolution(s) or Court Order(s) attaching or altering Special Rights and Restrictions attached to a class or
a series of shares:
November 14, 2008
 

AUTHORIZED SHARE STRUCTURE  
1. 100,000,000                             Common Shares Without Par Value
   
  Without Special Rights or
Restrictions attached
 
 
2. 20,000,000                               Preferred Shares Without Par Value
   
  With Special Rights or
Restrictions attached
  

1. 1,000,000
Series A Preferred
Special Rights or
Restrictions are attached
       

2. 100
Series B Preferred
Special Rights or
Restrictions are attached
     

3. 1,000,000
Series C Preferred
Special Rights or
Restrictions are attached
     

4. 4,000,000
Series D Preferred
Special Rights or
Restrictions are attached
     

5. 4,000,000
Series E Preferred
Special Rights or
Restrictions are attached

BC0304095 Page: 3 of 3

Date and Time: February 1, 2010 02:12 PM Pacific Time





Ministry
of Finance
BC Registry Services 		Mailing Address:
PO BOX 9431 Stn Prov Govt.
Victoria BC V8W 9V3
www.corporateonline.gov.bc.ca 		Location:
2nd Floor - 940 Blanshard St.
Victoria BC
250 356-8626
 
 
 

Notice of Articles

BUSINESS CORPORATIONS ACT

 
This Notice of Articles was issued by the Registrar on: February 1, 2010 02:11 PM Pacific Time

Incorporation Number: BC0304095

Recognition Date: Incorporated on February 4, 1986
  

 
NOTICE OF ARTICLES
Name of Company:
LEADING BRANDS, INC.
   
   
REGISTERED OFFICE INFORMATION  
   
Mailing Address: Delivery Address:
10TH FLOOR, 595 HOWE STREET 10TH FLOOR, 595 HOWE STREET
VANCOUVER BC V6C 2T5 VANCOUVER BC V6C 2T5
CANADA CANADA
   
   
RECORDS OFFICE INFORMATION  
   
Mailing Address: Delivery Address:
10TH FLOOR, 595 HOWE STREET 10TH FLOOR, 595 HOWE STREET
VANCOUVER BC V6C 2T5 VANCOUVER BC V6C 2T5
CANADA CANADA

BC0304095 Page: 1 of 3


   
DIRECTOR INFORMATION  
   
Last Name, First Name, Middle Name:  
MERRIMAN, JONATHAN  
   
Mailing Address: Delivery Address:
600 CALIFORNIA STREET 600 CALIFORNIA STREET
9TH FLOOR 9TH FLOOR
SAN FRANCISCO CA 94108 SAN FRANCISCO CA 94108
UNITED STATES UNITED STATES
   
   
Last Name, First Name, Middle Name:  
MCRAE, RALPH D  
   
Mailing Address: Delivery Address:
SUITE 1800 SUITE 1800
1500 W. GEORGIA STREET 1500 W. GEORGIA STREET
VANCOUVER BC V6G 2Z6 VANCOUVER BC V6G 2Z6
CANADA CANADA
   
   
Last Name, First Name, Middle Name:  
GAGLARDI, THOMAS ROBERT  
   
Mailing Address: Delivery Address:
SUITE 310 SUITE 310
1755 W. BROADWAY 1755 W. BROADWAY
VANCOUVER BC V6J 4S5 VANCOUVER BC V6J 4S5
CANADA CANADA
   
   
Last Name, First Name, Middle Name:  
FANE, STEPHEN K  
   
Mailing Address: Delivery Address:
1238 TECUMSEH AVENUE 1238 TECUMSEH AVENUE
VANCOUVER BC V6H 1T2 VANCOUVER BC V6H 1T2
CANADA CANADA
   
   
Last Name, First Name, Middle Name:  
Corbett, James E  
   
Mailing Address: Delivery Address:
332 EAST ESPLANADE 332 EAST ESPLANADE
NORTH VANCOUVER BC V7L 1A4 NORTH VANCOUVER BC V7L 1A4
CANADA CANADA
   
   
Last Name, First Name, Middle Name:  
Eddy, Darryl  
   
Mailing Address: Delivery Address:
333 SEYMOUR ST. 333 SEYMOUR ST.
SUITE 780 SUITE 780
VANCOUVER BC V6B 5A6 VANCOUVER BC V6B 5A6
CANADA CANADA
   

BC0304095 Page: 2 of 3


 
PRE-EXISTING COMPANY PROVISIONS
 
The Pre-existing Company Provisions apply to this company.
 
 
RESOLUTION DATES:
Date(s) of Resolution(s) or Court Order(s) attaching or altering Special Rights and Restrictions attached to a class or
a series of shares:
November 14, 2008
November 14, 2008
 

AUTHORIZED SHARE STRUCTURE  
1. 500,000,000                       Common Shares Without Par Value
   

Without Special Rights or
Restrictions attached
   
2. 20,000,000                         Preferred Shares Without Par Value
   
  With Special Rights or
   Restrictions attached
   

1.
Series A Preferred
Special Rights or
Restrictions are attached
       

2.
Series B Preferred
Special Rights or
Restrictions are attached
       

3.
Series C Preferred
Special Rights or
Restrictions are attached
       

4.
Series D Preferred
Special Rights or
Restrictions are attached
       

5.
Series E Preferred
Special Rights or
Restrictions are attached

BC0304095 Page: 3 of 3

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1. Name and address of Company:
   


Leading Brands, Inc.
Suite 1800 – 1500 West Georgia Street
Vancouver BC V6G 2Z6
   
Item 2. Date of Material Change:
   
  February 1, 2010
   
Item 3. News Release:
   
A news release announcing the material change was issued on February 2, 2010 for Canadian and U.S. distribution through GlobeNewswire.
   
Item 4. Summary of Material Change:
   
The Company completed a share consolidation (also known as a reverse split) of its Common Shares.
   
Item 5. Full Description of Material Change:
   
The Company completed the previously approved reverse split (also known as a share consolidation) of its common shares. The reverse split converted 5 existing shares of the Company’s common stock into 1 new share of common stock. Fractional shares were rounded to the nearest whole number. Notices of Alteration were filed with BC Registry Services to effect the share consolidation.
   
For a 20 trading day period beginning on February 2, 2010,the Company’s common shares will trade on Nasdaq on a post-consolidation basis under the trading symbol “LBIXD” as an interim symbol. After this 20 trading day period, trading will resume under the symbol “LBIX”. A new CUSIP number “52170U207” has been assigned to Leading Brands’ common shares.
   
In connection with the share consolidation, the Company increased its authorized number of common shares to 500,000,000 post-consolidation common shares.
   
In conjunction with the reverse split, the Company is also converting to a paperless share certificate system, namely the Direct Registration System.
   
Item 6. Reliance on subsection 7.1(2) or (3) of National Instrument 51-102:
   
  Not applicable
   
Item 7 Omitted Information:
   
  Not applicable
   
Item 8 Executive Officer:
   
  Ralph D. McRae, Chief Executive Officer
  (604) 685-5200 (Ext. 238)
   
Item 9. Date of Report:
   
  February 2, 2010

FOR IMMEDIATE RELEASE

CONTACT:
Leading Brands, Inc.
Tel: (604) 685-5200
Email: info@LBIX.com


LEADING BRANDS, INC.

Announces Completion of
Common Share Reverse Split

Vancouver, Canada, February 2, 2010, Leading Brands, Inc. (NASDAQ: LBIX), North America’s only fully integrated healthy branded beverage company, announces that its previously announced 5-for-1 reverse split (also known as a “share consolidation”) of its common shares became effective at 5:00 pm Eastern time on February 1, 2010 (the “Effective Time”). Leading Brands common shares have been assigned a new CUSIP number: 52170U 207. Fractional shares were rounded to the nearest whole number. In connection with the share consolidation, the Company has increased its authorized number of common shares to be 500,000,000 post-reverse split common shares.

Trading of Leading Brands’ common shares on the Nasdaq Capital Market will continue, on a reverse split-adjusted basis, with the opening of the markets today, February 2, 2010. The Company’s common shares will trade under the symbol “LBIXD” for 20 days, to designate that it is trading on a post-reverse split basis. The common shares will resume trading under the symbol “LBIX” after that 20-day period.

The Company has retained its transfer agent, Computershare Investor Services Inc. to act as exchange agent for the reverse split. Shareholders of record as of the Effective Time will receive a letter of transmittal providing instructions for the surrender of their pre-reverse split share certificates. Shareholders who hold their shares in “street name” or on deposit with their brokerage firms need take no further action.

In conjunction with the reverse split, Leading Brands is converting to a paperless share certificate system, namely, the Direct Registration System (“DRS”). With DRS, shares are issued in “book-entry” form only, meaning the Company will no longer issue paper share certificates. As a result, any shareholder who owns shares in certificated form as of the Effective Time will not receive new, post-reverse split paper share certificates in exchange for old, pre-reverse split paper share certificates. Instead, such a shareholder will receive a statement that indicates how many new, post-reverse split shares the shareholder owns through DRS, along with a brochure explaining how to access the shareholder’s online account with Computershare.

About Leading Brands, Inc.
Leading Brands, Inc. (NASDAQ:LBIX) is North America’s only fully integrated healthy beverage company. Leading Brands creates, designs, bottles, distributes and markets its own proprietary healthy beverage brands such as TrueBlue ® , LiteBlue ® , PureBlue® and Caesar’s ® Cocktails via its unique Integrated Distribution System (IDS™) which involves the Company finding the best and most cost-effective route to market preferred by each customer. The Company strives to use the best natural ingredients hence its mantra: Better Ingredients – Better Brands.

Forward Looking Statements
Certain information contained in this press release includes forward-looking statements. Words such as “believe”, “expect,” “will,” or comparable terms, are intended to identify forward-looking statements concerning the Company’s expectations, beliefs, intentions, plans, objectives, future events or performance and other developments. All forward-looking statements included in this press release are based on information available to the Company on the date hereof. Such statements speak only as of the date hereof. Important factors that could cause actual results to differ materially from the Company’s estimations and projections are disclosed in the Company’s securities filings and include, but are not limited to, the following: general economic conditions, weather conditions, changing beverage consumption trends, pricing, availability of raw materials, economic uncertainties (including currency exchange rates), government regulation, managing and maintaining growth, the effect of adverse publicity, litigation, competition and other risk factors described from time to time in securities reports filed by Leading Brands, Inc.

Better Ingredients | Better Brands™
©2010 Leading Brands, Inc.

This news release is available at www.LBIX.com