content: <HTML>
  <HEAD>
     <TITLE>Lexaria Corp.: Form S8 - Filed by newsfilecorp.com</TITLE>
  </HEAD>
  
  <BODY style="font-size:10pt;">
  
  <HR noshade align="center" width=100% size=3 color="black">
  <A name=page_1></A>
  <P align=center><B><FONT size=5>UNITED STATES </FONT></B><BR><B><FONT
  size=5>SECURITIES AND EXCHANGE COMMISSION </FONT></B><BR>Washington, D.C. 20549
  </P>
  <P align=center><B><FONT size=5>FORM S-8 </FONT></B></P>
  <P align=center><B>REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  </B></P>
  <P align=center><B><FONT size=5>LEXARIA CORP. <U> <BR></U></FONT></B><i>(Exact name
  of registrant as specified in its charter) </i> </P>
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  cellSpacing=0 cellPadding=0 width="100%" border=0>
  
    <TR vAlign=top>
      <TD align=center><B>Nevada </B></TD>
      <TD align=center width="50%"><B>20-200081 </B></TD></TR>
    <TR vAlign=top>
      <TD align=center><i>(State or other jurisdiction of incorporation or </i> </TD>
      <TD align=center width="50%"><i>(I.R.S. Employer Identification No.) </i> </TD></TR>
    <TR vAlign=top>
      <TD align=center><i>organization) </i> </TD>
      <TD align=left width="50%"><i>&nbsp; </i> </TD></TR></TABLE>
  <P align=center><B>#950 &#150; 1130 West Pender Street, </B><BR><B>Vancouver, British
  Columbia V6E 4A4, Canada </B><BR><B>Telephone: (604) 602-1675 </B><BR><i>(Address of Principal Executive Offices) (Zip Code)
  </i> <BR></P>
  <P align=center><B>2010 Equity Compensation Plan </B><BR><i>(Full
  title of the plan) </i> <BR></P>
  <P align=center><B>Nevada Agency and Transfer Company </B><BR><B>50 West Liberty
  Street, Suite 880 </B><BR><B>Reno, Nevada 89501 </B><BR><B>Telephone: (775)
  322-5623 </B><BR><i>(Name and address of agent for service) </i> <BR></P>
  <P align=center><B>(775) 322-5623 </B><BR><i>(Telephone number, including
  area code, of agent for service) </i> <BR></P>
  <P align=center>Copies of all communications to: </P>
  <P align=center><B>W.L. Macdonald Law Corporation </B><BR><B>Attention: William
  L. Macdonald </B><BR><B>Suite 400 &#150; 570 Granville Street </B><BR><B>Vancouver,
  British Columbia V6C 3P1, Canada </B><BR><B>Telephone: (604) 689-1022
  </B><BR><B>Facsimile: (604) 681-4760 </B><BR></P>
  <P align=justify>Indicate by check mark whether the registrant is a large
  accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
  reporting company. See the definitions of &#147;large accelerated filer,&#148;
  &#147;<u>accelerated</u> filer&#148; and smaller reporting company&#148; in Rule 12b-2 of the Exchange
  Act. </P>
  <DIV>
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  cellSpacing=0 cellPadding=0 width="100%" border=0>
  
    <TR vAlign=top>
      <TD align=left>Large accelerated filer [&nbsp; ] </TD>
      <TD align=left width="33%">&nbsp; </TD>
      <TD align=left width="33%">Accelerated filer [&nbsp; ] </TD></TR>
    <TR vAlign=top>
      <TD align=left>Non-accelerated filer [ &nbsp;] </TD>
      <TD align=left width="33%">(Do not check if a smaller reporting company)
      </TD>
      <TD align=left width="33%">Smaller reporting company [X]
  </TD></TR></TABLE></DIV>
  <DIV>&nbsp;</DIV>
  <DIV>
    <p align="center">1 </p>
  <HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
  noShade SIZE=5>
  </DIV><!--$$/page=--><A name=page_2></A>
  <P align=center><B>CALCULATION OF REGISTRATION FEE</B> </P>
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  cellSpacing=0 cellPadding=0 width="100%" border=0>
  
    <TR vAlign=top>
      <TD style="BORDER-BOTTOM: 1px solid #000000; ; border-top-style:solid; border-top-width:1pt" vAlign=bottom
        align=center><B>Title of securities to</B> <BR><B>be registered</B> </TD>
      <TD style="BORDER-BOTTOM: 1px solid #000000; ; border-top-style:solid; border-top-width:1pt" vAlign=bottom align=center
      width="1%">&nbsp;</TD>
      <TD style="BORDER-BOTTOM: 1px solid #000000; ; border-top-style:solid; border-top-width:1pt" vAlign=bottom align=center
      width="17%"><B>Amount to be</B> <BR><B>registered</B><SUP>(1)</SUP></TD>
      <TD style="BORDER-BOTTOM: 1px solid #000000; ; border-top-style:solid; border-top-width:1pt" vAlign=bottom align=center
      width="2%">&nbsp;</TD>
      <TD style="BORDER-BOTTOM: 1px solid #000000; ; border-top-style:solid; border-top-width:1pt" vAlign=bottom align=center
      width="1%">&nbsp;</TD>
      <TD style="BORDER-BOTTOM: 1px solid #000000; ; border-top-style:solid; border-top-width:1pt" vAlign=bottom align=center
      width="17%"><B>Proposed</B> <BR><B>maximum</B> <BR><B>offering</B>
        <BR><B>price per share</B><SUP>(3),(4)</SUP></TD>
      <TD style="BORDER-BOTTOM: 1px solid #000000; ; border-top-style:solid; border-top-width:1pt" vAlign=bottom align=center
      width="2%">&nbsp;</TD>
      <TD style="BORDER-BOTTOM: 1px solid #000000; ; border-top-style:solid; border-top-width:1pt" vAlign=bottom align=center
      width="1%">&nbsp;</TD>
      <TD style="BORDER-BOTTOM: 1px solid #000000; ; border-top-style:solid; border-top-width:1pt" vAlign=bottom align=center
      width="17%"><B>Proposed</B> <BR><B>maximum</B> <BR><B>aggregate</B>
        <BR><B>offering price</B><SUP>(3),(4)</SUP></TD>
      <TD style="BORDER-BOTTOM: 1px solid #000000; ; border-top-style:solid; border-top-width:1pt" vAlign=bottom align=center
      width="2%">&nbsp;</TD>
      <TD style="BORDER-BOTTOM: 1px solid #000000; ; border-top-style:solid; border-top-width:1pt" vAlign=bottom align=center
      width="1%">&nbsp;</TD>
      <TD style="BORDER-BOTTOM: 1px solid #000000; ; border-top-style:solid; border-top-width:1pt" vAlign=bottom align=center
      width="17%"><B>Amount of</B> <BR><B>registration</B>
        <BR><B>fee</B><SUP>(4)</SUP></TD>
      <TD vAlign=bottom align=center width="2%">&nbsp;</TD></TR>
    <TR vAlign=top>
      <TD style="BORDER-BOTTOM: #000000 1px solid" vAlign=bottom align=left
      bgColor=#e6efff>Common Stock </TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" vAlign=bottom align=left
      width="1%" bgColor=#e6efff>&nbsp;</TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" vAlign=bottom align=right
      width="17%" bgColor=#e6efff>1,800,000</TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" vAlign=bottom align=left
      width="2%" bgColor=#e6efff><SUP>(2)</SUP> </TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" vAlign=bottom align=left
      width="1%" bgColor=#e6efff>$</TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" vAlign=bottom align=right
      width="17%" bgColor=#e6efff>0.30 </TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" vAlign=bottom align=left
      width="2%" bgColor=#e6efff>&nbsp;</TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" vAlign=bottom align=left
      width="1%" bgColor=#e6efff>$</TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" vAlign=bottom align=right
      width="17%" bgColor=#e6efff>540,000 </TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" vAlign=bottom align=left
      width="2%" bgColor=#e6efff>&nbsp;</TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" vAlign=bottom align=left
      width="1%" bgColor=#e6efff>$</TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" vAlign=bottom align=right
      width="17%" bgColor=#e6efff>62.69 </TD>
      <TD vAlign=bottom align=left width="2%" bgColor=#e6efff>&nbsp;</TD></TR>
    <TR vAlign=top>
      <TD vAlign=bottom align=left><B>Total</B> </TD>
      <TD vAlign=bottom align=left width="1%">&nbsp;</TD>
      <TD vAlign=bottom align=right width="17%">1,800,000 </TD>
      <TD vAlign=bottom align=left width="2%">&nbsp;</TD>
      <TD vAlign=bottom align=left width="1%">$</TD>
      <TD vAlign=bottom align=right width="17%">0.30 </TD>
      <TD vAlign=bottom align=left width="2%">&nbsp;</TD>
      <TD vAlign=bottom align=left width="1%">$</TD>
      <TD vAlign=bottom align=right width="17%">540,000 </TD>
      <TD vAlign=bottom align=left width="2%">&nbsp;</TD>
      <TD vAlign=bottom align=left width="1%">$</TD>
      <TD vAlign=bottom align=right width="17%">62.69 </TD>
      <TD vAlign=bottom align=left width="2%">&nbsp;</TD></TR></TABLE><BR>
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>
  
    <TR>
      <TD vAlign=top width="5%"><sup>(1) </sup> </TD>
      <TD>
        <P align=justify>An indeterminate number of additional shares of common
        stock shall be issuable pursuant to Rule 416 under the Securities Act of
        1933 to prevent dilution resulting from stock splits, stock dividends or
        similar transactions and in such an event the number of shares registered
        shall automatically be increased to cover the additional shares in
        accordance with Rule 416.</P></TD></TR>
    <TR>
      <TD width="5%">&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD vAlign=top width="5%"><sup>(2) </sup> </TD>
      <TD>
        <P align=justify>Consists of up to 1,800,000 shares of our common stock
        issued or issuable pursuant to our 2010 equity compensation plan. Our 2010
        equity compensation plan provides for the grant of stock options, stock
        awards, or restricted stock purchase offers to acquire a maximum of
        1,800,000 shares of our common stock. All of the shares issued or issuable
        under our 2010 equity compensation plan are being registered under this
        registration statement on Form S-8.</P></TD></TR>
    <TR>
      <TD width="5%">&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD vAlign=top width="5%"><sup>(3) </sup> </TD>
      <TD>
        <P align=justify>Estimated in accordance with Rule 457(h) under the
        Securities Act of 1933 solely for the purpose of computing the amount of
        the registration fee.</P></TD></TR>
    <TR>
      <TD width="5%">&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD vAlign=top width="5%"><sup>(4) </sup> </TD>
      <TD>
        <P align=justify>Based on the average of the last reported bid and ask
        price per share ($0.30 bid; $0.30 ask) for the registrant&#146;s common stock
        on June 28, 2011, as reported by the Financial Industry Regulatory
        Authority&#146;s OTC Bulletin Board.</P></TD></TR></TABLE>
  <P align=center><B>EXPLANATORY NOTE</B> </P>
  <P align=justify>We prepared this registration statement in accordance with the
  requirements of Form S-8 under the Securities Act of 1933, to register an
  aggregate of 1,800,000 shares of our common stock that are issued or issuable
  pursuant to stock options granted and to be granted under our 2010 equity
  compensation plan. The purpose of our 2010 equity compensation plan is to
  enhance the long-term stockholder value of our company by offering opportunities
  to our directors, officers, employees and eligible consultants to acquire and
  maintain stock ownership in our company in order to give these persons the
  opportunity to participate in our growth and success, and to encourage them to
  remain in our service. </P>
  <P align=justify>Under cover of this registration statement on Form S-8 is our
  reoffer prospectus prepared in accordance with Part I of Form S-3 under the
  Securities Act of 1933 (in accordance with Section C of the General Instructions
  to Form S-8). The reoffer prospectus may be used for reoffers and resales of up
  to an aggregate of 1,125,000&#147;restricted securities&#148; and/or &#147;control securities&#148;
  (as such terms are defined in Form S-8) issued or issuable upon exercise of the
  stock options granted pursuant to our 2010 equity compensation plan on a
  continuous or delayed basis in the future.</P>
  <P align=center>2</P>
  <HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
  noShade SIZE=5>
  <!--$$/page=--><A name=page_3></A>
  <P align=center><B>Part I</B> </P>
  <P align=center><B>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B> </P>
  <P align=left><B>Item 1. Plan Information.*</B> </P>
  <P align=left><B>Item 2. Registrant Information and Employee Plan Annual
  Information.*</B> </P>
  <P align=justify>* The document(s) containing the information specified in Part
  I of Form S-8 will be sent or given to participants in our 2010 equity
  compensation plan as specified by Rule 428(b)(1) under the Securities Act of
  1933. Such documents are not being filed with the Securities and Exchange
  Commission, but constitute, along with the documents incorporated by reference
  into this registration statement, a prospectus that meets the requirements of
  Section 10(a) of the Securities Act of 1933. </P>
  <P align=center>3</P>
  <HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
  noShade SIZE=5>
  <!--$$/page=--><A name=page_4></A>
  <P align=justify><B>Reoffer Prospectus</B> </P>
  <P align=center><B>1,125,000 </B></P>
  <P align=center><B>Lexaria Corp.</B> </P>
  <P align=center><B>Common Stock</B></P>
  <P align=center>_________________________________ </P>
  <P align=justify>The selling stockholders identified in this reoffer prospectus
  may offer and sell up to 1,125,000 of our common stock issued or issuable upon
  exercise of stock options. We granted the stock options to such selling
  stockholders pursuant to our 2010 equity compensation plan. </P>
  <P align=justify>The selling stockholders may sell all or a portion of the
  shares being offered pursuant to this reoffer prospectus at fixed prices, at
  prevailing market prices at the time of sale, at varying prices or at negotiated
  prices. </P>
  <P align=justify>The selling stockholders and any brokers executing selling
  orders on their behalf may be deemed to be &#147;underwriters&#148; within the meaning of
  the Securities Act of 1933, in which event commissions received by such brokers
  may be deemed to be underwriting commissions under the Securities Act of 1933.
  </P>
  <P align=justify>We will not receive any proceeds from the sale of the shares of
  our common stock by the selling stockholders. We may, however, receive proceeds
  upon exercise of the stock options by the selling stockholders. We will pay for
  expenses of this offering, except that the selling stockholders will pay any
  broker discounts or commissions or equivalent expenses and expenses of their
  legal counsel applicable to the sale of their shares. </P>
  <P align=justify>Our common stock is quoted on the Financial Industry Regulatory
  Authority&#146;s OTC Bulletin Board under the symbol &#147;LXRP&#148; and on the Canadian
  National Stock Exchange under the symbol &#147;LXX&#148;. On June 28, 2011, the closing
  price of our common stock on the OTC Bulletin Board was $0.30 per share and on
  the Canadian National Stock Exchange was $0.40. </P>
  <P align=center>_________________________________ </P>
  <P align=justify><B>Investing in our common stock involves risks. See &#147;Risk
  Factors&#148; beginning on page 7.</B> </P>
  <P align=center>_________________________________ </P>
  <P align=justify><B>Neither the Securities and Exchange Commission nor any state
  securities commission has approved or disapproved of these securities or
  determined if this prospectus is truthful or complete. Any representation to the
  contrary is a criminal offense.</B> </P>
  <P align=center>_________________________________ </P>
  <P align=center>The date of this reoffer prospectus is June 29, 2011. </P>
  <P align=center>4</P>
  <HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
  noShade SIZE=5>
  <!--$$/page=--><A name=page_5></A><BR>
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  cellSpacing=0 cellPadding=0 width="100%" border=0>
  
    <TR vAlign=bottom>
      <TD align=center colSpan=2><B>Table of Contents</B>&nbsp; </TD></TR>
    <TR>
      <TD>&nbsp; </TD>
      <TD width="15%">&nbsp; </TD></TR>
    <TR vAlign=top>
      <TD align=left>&nbsp; </TD>
      <TD align=center width="15%"><B>Page Number</B> </TD></TR>
    <TR vAlign=top>
      <TD align=left bgColor=#eeeeee><U><FONT color=#0000ff><a href="#page_6">Prospectus
        Summary</a></FONT></U><a href="#page_6"> </a> </TD>
      <TD align=center width="15%" bgColor=#eeeeee><U><FONT
        color=#0000ff><a href="#page_6">6</a></FONT></U><a href="#page_6"> </a> </TD></TR>
    <TR vAlign=top>
      <TD align=left><U><FONT color=#0000ff><a href="#page_7">Risk Factors</a></FONT></U> </TD>
      <TD align=center width="15%"><U><FONT color=#0000ff><a href="#page_7">7</a></FONT></U> </TD></TR>
    <TR vAlign=top>
      <TD align=left bgColor=#eeeeee><U><FONT color=#0000ff><a href="#page_12">Forward-Looking
        Statements</a></FONT></U><a href="#page_12"> </a> </TD>
      <TD align=center width="15%" bgColor=#eeeeee><U><FONT
        color=#0000ff><a href="#page_12">12</a></FONT></U> </TD></TR>
    <TR vAlign=top>
      <TD align=left><U><FONT color=#0000ff><a href="#page_13">The Offering</a></FONT></U><a href="#page_13">
      </a> </TD>
      <TD align=center width="15%"><U><FONT color=#0000ff><a href="#page_13">13</a></FONT></U><a href="#page_13">
      </a> </TD></TR>
    <TR vAlign=top>
      <TD align=left bgColor=#eeeeee><U><FONT color=#0000ff><a href="#page_13">Use of
        Proceeds</a></FONT></U><a href="#page_13"> </a> </TD>
      <TD align=center width="15%" bgColor=#eeeeee><U><FONT
        color=#0000ff><a href="#page_13">13</a></FONT></U><a href="#page_13"> </a> </TD></TR>
    <TR vAlign=top>
      <TD align=left><U><FONT color=#0000ff><a href="#page_13">Determination of Offering
        Price</a></FONT></U> </TD>
      <TD align=center width="15%"><U><FONT color=#0000ff><a href="#page_13">13</a></FONT></U><a href="#page_13">
      </a> </TD></TR>
    <TR vAlign=top>
      <TD align=left bgColor=#eeeeee><U><FONT color=#0000ff><a href="#page_13">Selling
        Stockholders</a></FONT></U> </TD>
      <TD align=center width="15%" bgColor=#eeeeee><U><FONT
        color=#0000ff><a href="#page_13">13</a></FONT></U> </TD></TR>
    <TR vAlign=top>
      <TD align=left><U><FONT color=#0000ff><a href="#page_15">Plan of Distribution</a></FONT></U><a href="#page_15">
      </a> </TD>
      <TD align=center width="15%"><U><FONT color=#0000ff><a href="#page_15">15</a></FONT></U><a href="#page_15">
      </a> </TD></TR>
    <TR vAlign=top>
      <TD align=left bgColor=#eeeeee><U><FONT color=#0000ff><a href="#page_17">Experts and
        Counsel</a></FONT></U><a href="#page_17"> </a> </TD>
      <TD align=center width="15%" bgColor=#eeeeee><U><FONT
        color=#0000ff><a href="#page_17">17</a></FONT></U> </TD></TR>
    <TR vAlign=top>
      <TD align=left><U><FONT color=#0000ff><a href="#page_17">Interest of Named Experts and
        Counsel</a></FONT></U><a href="#page_17"> </a> </TD>
      <TD align=center width="15%"><U><FONT color=#0000ff><a href="#page_17">17</a></FONT></U> </TD></TR>
    <TR vAlign=top>
      <TD align=left bgColor=#eeeeee><U><FONT color=#0000ff><a href="#page_17">Material
        Changes</a></FONT></U><a href="#page_17"> </a> </TD>
      <TD align=center width="15%" bgColor=#eeeeee><U><FONT
        color=#0000ff><a href="#page_17">17</a></FONT></U> </TD></TR>
    <TR vAlign=top>
      <TD align=left><U><FONT color=#0000ff><a href="#page_17">Incorporation of Certain Information
        by Reference</a></FONT></U> </TD>
      <TD align=center width="15%"><U><FONT color=#0000ff><a href="#page_17">17</a></FONT></U><a href="#page_17">
      </a> </TD></TR>
    <TR vAlign=top>
      <TD align=left bgColor=#eeeeee><U><FONT color=#0000ff><a href="#page_18">Where You Can Find
        More Information</a></FONT></U> </TD>
      <TD align=center width="15%" bgColor=#eeeeee><U><FONT
        color=#0000ff><a href="#page_18">18</a></FONT></U><a href="#page_18"> </a> </TD></TR></TABLE>
  <P align=center>5<BR>
  <HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
  noShade SIZE=5>
  
  <P></P><!--$$/page=--><A name=page_6></A>
  <P align=justify>In this reoffer prospectus, unless otherwise specified, all
  dollar amounts are expressed in United States dollars and all references to
  &#147;common shares&#148; refer to the common shares in our capital stock. As used in this
  reoffer prospectus, unless otherwise specified, the terms &#147;we&#148;, &#147;us&#148;, &#147;our&#148; mean
  Lexaria Corp., a Nevada corporation and/or our wholly-owned subsidiaries, where
  applicable. </P>
  <P align=center><B>Prospectus Summary</B> </P>
  <P align=justify><B>Our Business</B> </P>
  <P align=justify>We were incorporated in the State of Nevada on December 9,
  2004. We are an exploration and development stage oil and gas company currently
  engaged in the exploration for and development of petroleum and natural gas in
  North America. We are currently generating revenues from our business operations
  in Mississippi. Our business plan is to focus on the development of the Belmont
  Lake oil field, in which we have working interests, in order to maximize cash
  flow and use excess cash flow to pay debt and conduct additional development
  well drilling. Eventually, if cash flows are strong enough, we intend to explore
  for additional oil and gas by way of our existing 60% interest option to drill
  38 exploratory wells. To accomplish this, we intend to focus on development
  drilling first. We are not currently the operator of any of our properties and
  will consider becoming the operator only when our financial conditions have
  improved sufficiently. </P>
  <P align=justify>We currently own a 32% gross working interest in 13 wells; a
  40% working interest in wells PP F-12-4 and PP F-12-5; a 45% gross working
  interest in 7 wells; and a 60% gross working interest in 43 wells (of which 38
  remain to be drilled); all located in Mississippi under various agreements with
  Griffin and Griffin Exploration, L.L.C. The most significant of these wells are
  the producing oil wells PP F-12-1, PP F-12-3, PP F-12-4, and PP F-12-5 located
  within the Belmont Lake oil field which is itself located in the Palmetto Point
  region. The Belmont Lake oil field is onshore, as are all of our wells, but
  located in a flood plain of the Mississippi River which forces seasonal
  constraints on certain field activities. We also have an interest in one
  producing gas well, the PP F-29, but because the gas from this well is consumed
  by field operations it is deemed to be of no commercial value. Except for this
  and the four oil wells noted immediately above, we have no other producing
  wells.</P>
  <P align=justify>We generated revenues of $362,471 during our year ended October
  31 2010, revenues of $646,447 during the six month period ending April 3030,
  2011, and revenues of $316,284 during the three months ending April 30, 2011.
  Such revenues were derived from sales of oil. We incurred a net loss of $552,462
  during the year ended October 31, 2010 and a net loss of $285,945 during the
  six-month period ended April 30, 2011. We anticipate that we will continue to
  incur losses until we are able to increase our revenues from operations, and
  there can be no assurance that we will ever be able to do so. In their report on
  our financial statements for the year ended October 31, 2010, our independent
  auditors included an explanatory paragraph expressing concern about our ability
  to continue as a going concern. </P>
  <P align=justify>Our principal offices are located at Suite 950, 1130 West
  Pender Street, Vancouver, British Columbia V6E 4A4. Our telephone number is
  (604) 602-1675. </P>
  <P align=justify><B>The Offering</B> </P>
  <P align=justify>The selling stockholders identified in this reoffer prospectus
  may offer and sell up to 1,125,000 shares of our common stock issued or issuable
  upon exercise of stock options. We granted the stock options to such selling
  stockholders pursuant to our 2010 equity compensation plan. </P>
  <P align=justify>The selling stockholders may sell all or a portion of the
  shares being offered pursuant to this reoffer prospectus at fixed prices, at
  prevailing market prices at the time of sale, at varying prices or at negotiated
  prices. </P>
  <P align=justify><B>Number of Shares Outstanding</B> </P>
  <P align=justify>There were 15,139,659 shares of our common stock issued and
  outstanding as at June 29, 2011.</P>
  <P align=center>6</P>
  <HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
  noShade SIZE=5>
  <!--$$/page=--><A name=page_7></A>
  <P align=justify><B>Use of Proceeds</B> </P>
  <P align=justify>We will not receive any proceeds from the sale of any shares of
  our common stock by the selling stockholders. We may, however, receive proceeds
  upon exercise of the stock options by the selling stockholders. If we receive
  proceeds upon exercise of these stock options, we intend to use these proceeds
  for working capital and general corporate purposes. </P>
  <P align=center><B>Risk Factors</B> </P>
  <P align=justify>An investment in our common stock involves a number of very
  significant risks. You should carefully consider the following risks and
  uncertainties in addition to other information in this prospectus in evaluating
  our company and our business. Our business, operating results and financial
  condition could be seriously harmed as a result of the occurrence of any of the
  following risks. You could lose all or part of your investment due to any of
  these risks. You should invest in our common stock only if you can afford to
  lose your entire investment. </P>
  <P align=justify><I>We have had negative cash flows from operations. </I></P>
  <P align=justify>To date we have had negative cash flows from operations and we
  have been dependent on sales of our equity securities and debt financing to meet
  our cash requirements and have incurred losses totaling approximately $285,945
  for the six month period ending April 30, 2011, and cumulative losses of
  $4,210,337 to April 30, 2011. As of April 30, 2011 we had deficit in working
  capital of $676,849 as a result of past financing activities. We do expect
  positive cash flow from operations at some point; however there is no assurance
  that actual cash requirements will not exceed our estimates, or that our sales
  projections will be realized as estimated. In particular, additional capital may
  be required in the event that:</P>
  <UL style="TEXT-ALIGN: justify">
    <LI>
    <p style="margin-top: 12">drilling and completion costs for further wells increase beyond our
    expectations; or
    <LI>
    <p style="margin-top: 12">commodity prices for our production decline beyond our expectations; or
    <LI>
    <p style="margin-top: 12">production levels do not meet our expectations; or
    <LI>
    <p style="margin-top: 12">we incur higher well plug and abandonment costs than currently expected;
    or
    <LI>
    <p style="margin-top: 12">we encounter greater costs associated with general and administrative
    expenses or offering costs. </LI></UL>
  <P align=justify>The occurrence of any of the aforementioned events could
  adversely affect our ability to meet our business plans. </P>
  <P align=justify>We will depend almost exclusively on outside capital to pay for
  the continued exploration and development of our properties. Such outside
  capital may include the sale of additional stock and/or commercial borrowing.
  Capital may not continue to be available if necessary to meet these continuing
  development costs or, if the capital is available, that it will be on terms
  acceptable to us. The issuance of additional equity securities by us would
  result in a significant dilution in the equity interests of our current
  stockholders. Obtaining commercial loans, assuming those loans would be
  available, will increase our liabilities and future cash commitments.</P>
  <P align=justify>If we are unable to obtain financing in the amounts and on
  terms deemed acceptable to us, we may be unable to continue our business and as
  a result may be required to scale back or cease operations for our business, the
  result of which would be that our stockholders would lose some or all of their
  investment.</P>
  <P align=justify><I>A decline in the price of our common stock could affect our
  ability to raise further working capital and adversely impact our operations.
  </I></P>
  <P align=justify>A prolonged decline in the price of our common stock could
  result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because
  our operations have been primarily financed through the sale of equity
  securities, a decline in the price of our common stock could be especially
  detrimental to our liquidity and our continued operations. Any reduction in our
  ability to raise equity capital in the future would force us to reallocate funds
  from other planned uses and would have a significant negative effect on our
  business plans and operations, including our ability to develop new products and
  continue our current operations. If our stock price declines, we may not be able
  to raise additional capital or generate funds from operations sufficient to meet
  our obligations.</P>
  <P align=center>7</P>
  <HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
  noShade SIZE=5>
  <!--$$/page=--><A name=page_8></A>
  <P align=justify><I>We have a history of losses and fluctuating operating
  results. </I></P>
  <P align=justify>From inception through to April 30, 2011, we have incurred
  aggregate losses of approximately $4,210,337. Our loss from operations for the
  six-month period ended April 30, 2011 was $285,945. There is no assurance that
  we will operate profitably or will generate positive cash flow in the future. In
  addition, our operating results in the future may be subject to significant
  fluctuations due to many factors not within our control, such as the
  unpredictability of world prices and market for oil and gas, the demand for our
  production, and the level of competition and general economic conditions. If we
  cannot generate positive cash flows in the future, or raise sufficient financing
  to continue our normal operations, then we may be forced to scale down or even
  close our operations. Until such time as we generate significant revenues, we
  expect an increase in development costs and operating costs. Consequently, we
  expect to continue to incur operating losses and negative cash flow until we
  receive significant commercial production from our properties.</P>
  <P align=justify><I>We have a limited operating history and if we are not
  successful in continuing to grow our business, then we may have to scale back or
  even cease our ongoing business operations. </I></P>
  <P align=justify>We have limited history of revenues from operations and have
  limited significant tangible assets. We have yet to generate positive earnings
  and there can be no assurance that we will ever operate profitably. The success
  of our company is significantly dependent on a successful acquisition, drilling,
  completion and production program. Our company&#146;s operations will be subject to
  all the risks inherent in the establishment of a developing enterprise and the
  uncertainties arising from the absence of a significant operating history. We
  may be unable to locate recoverable reserves, extract the reserves economically,
  and/or operate on a profitable basis. </P>
  <P align=justify><I>Trading of our stock may be restricted by the SEC's "Penny
  Stock" regulations, which may limit a stockholder's ability to buy and sell our
  stock. </I></P>
  <P align=justify>The U.S. Securities and Exchange Commission has adopted
  regulations which generally define "penny stock" to be any equity security that
  has a market price (as defined) less than $5.00 per share or an exercise price
  of less than $5.00 per share, subject to certain exceptions. Our securities are
  covered by the penny stock rules, which impose additional sales practice
  requirements on broker-dealers who sell to persons other than established
  customers and "accredited investors." The term "accredited investor" refers
  generally to institutions with assets in excess of $5,000,000 or individuals
  with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or
  $300,000 jointly with their spouse. The penny stock rules require a
  broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
  the rules, to deliver a standardized risk disclosure document in a form prepared
  by the SEC, which provides information about penny stocks and the nature and
  level of risks in the penny stock market. The broker-dealer also must provide
  the customer with current bid and offer quotations for the penny stock, the
  compensation of the broker-dealer and its salesperson in the transaction and
  monthly account statements showing the market value of each penny stock held in
  the customer's account. The bid and offer quotations, and the broker-dealer and
  salesperson compensation information, must be given to the customer orally or in
  writing prior to effecting the transaction and must be given to the customer in
  writing before or with the customer's confirmation. In addition, the penny stock
  rules require that prior to a transaction in a penny stock not otherwise exempt
  from these rules, the broker-dealer must make a special written determination
  that the penny stock is a suitable investment for the purchaser and receive the
  purchaser's written agreement to the transaction. These disclosure requirements
  may have the effect of reducing the level of trading activity in the secondary
  market for the stock that is subject to these penny stock rules. Consequently,
  these penny stock rules may affect the ability of broker-dealers to trade our
  securities. We believe that the penny stock rules discourage investor interest
  in and limit the marketability of, our common stock.</P>
  <P align=center>8</P>
  <HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
  noShade SIZE=5>
  <!--$$/page=--><A name=page_9></A>
  <P align=justify><I>The Financial Industry Regulatory Authority, or FINRA, has
  adopted sales practice requirements which may also limit a stockholder's ability
  to buy and sell our stock. </I></P>
  <P align=justify>In addition to the "penny stock" rules described above, FINRA
  has adopted rules that require that in recommending an investment to a customer,
  a broker-dealer must have reasonable grounds for believing that the investment
  is suitable for that customer. Prior to recommending speculative low priced
  securities to their non-institutional customers, broker-dealers must make
  reasonable efforts to obtain information about the customer's financial status,
  tax status, investment objectives and other information. Under interpretations
  of these rules, FINRA believes that there is a high probability that speculative
  low priced securities will not be suitable for at least some customers. FINRA
  requirements make it more difficult for broker-dealers to recommend that their
  customers buy our common stock, which may limit your ability to buy and sell our
  stock and have an adverse effect on the market for our shares.</P>
  <P align=justify><I>Trading in our common shares on the OTC Bulletin Board is
  limited and sporadic making it difficult for our shareholders to sell their
  shares or liquidate their investments. </I></P>
  <P align=justify>Our common shares are currently listed for public trading on
  the OTC Bulletin Board. The trading price of our common shares has been subject
  to wide fluctuations. Trading prices of our common shares may fluctuate in
  response to a number of factors, many of which will be beyond our control. The
  stock market has generally experienced extreme price and volume fluctuations
  that have often been unrelated or disproportionate to the operating performance
  of companies with no current business operation. There can be no assurance that
  trading prices and price earnings ratios previously experienced by our common
  shares will be matched or maintained. These broad market and industry factors
  may adversely affect the market price of our common shares, regardless of our
  operating performance.</P>
  <P align=justify>In the past, following periods of volatility in the market
  price of a company's securities, securities class-action litigation has often
  been instituted. Such litigation, if instituted, could result in substantial
  costs for us and a diversion of management's attention and resources.</P>
  <P align=justify><I>Because of the early stage of development and the nature of
  our business, our securities are considered highly speculative. </I></P>
  <P align=justify>Our securities must be considered highly speculative, generally
  because of the nature of our business and the early stage of its development. We
  have largely been engaged in the business of exploring and until only recently
  attempting to develop commercial reserves of oil and gas. Only our Mississippi
  properties have commenced production. Accordingly, we have generated revenues
  but we have not realized a profit from our operations to date and there is
  little likelihood that we will generate significant revenues or realize any
  profits in the short term. Any profitability in the future from our business
  will be dependent upon attaining adequate levels of internally generated
  revenues through locating and developing economic reserves of oil and gas, which
  itself is subject to numerous risk factors as set forth herein. Since we have
  not generated significant revenues, we will have to raise additional monies
  through either securing industry reserve based debt financing, or the sale of
  our equity securities or debt, or combinations of the above in order to continue
  our business operations.</P>
  <P align=justify><I>As our properties are in the exploration and early
  development stage there can be no assurance that we will establish commercial
  discoveries and/or profitable production programs on these properties. </I></P>
  <P align=justify>Exploration for economic reserves of oil and gas is subject to
  a number of risk factors. Few properties that are explored are ultimately
  developed into producing oil and/or gas wells. Our Mississippi properties are in
  the production and development stages only. </P>
  <P align=justify><I>The potential profitability of oil and gas ventures depends
  upon factors beyond the control of our company. </I></P>
  <P align=justify>The potential profitability of oil and gas properties is
  dependent upon many factors beyond our control. For instance, world prices and
  markets for oil and gas are unpredictable, highly volatile, potentially subject
  to governmental fixing, pegging, controls, or any combination of these and other
  factors, and respond to changes in domestic, international, political, social,
  and economic environments. Additionally, due to worldwide economic uncertainty, the availability and cost of funds for production and other
  expenses have become increasingly difficult, if not impossible, to project.
  These changes and events may materially affect our financial performance.</P>
  <P align=center>9</P>
  <HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
  noShade SIZE=5>
  <!--$$/page=--><A name=page_10></A>
  <P align=justify>Adverse weather conditions can also hinder drilling operations.
  A productive well may become uneconomic in the event water or other deleterious
  substances are encountered which impair or prevent the production of oil and/or
  gas from the well. In addition, production from any well may be unmarketable if
  it is impregnated with water or other deleterious substances. The marketability
  of oil and gas, which may be acquired or discovered, will be affected by
  numerous factors beyond our control. These factors include the proximity and
  capacity of oil and gas pipelines and processing equipment, market fluctuations
  of prices, taxes, royalties, land tenure, allowable production and environmental
  protection. These factors cannot be accurately predicted and the combination of
  these factors may result in our company not receiving an adequate return on
  invested capital.</P>
  <P align=justify><I>Competition in the oil and gas industry is highly
  competitive and there is no assurance that we will be successful in</I>
  <I>acquiring the leases. </I></P>
  <P align=justify>The oil and gas industry is intensely competitive. We compete
  with numerous individuals and companies, including many major oil and gas
  companies, which have substantially greater technical, financial and operational
  resources and staff. Accordingly, there is a high degree of competition for
  desirable oil and gas leases, suitable properties for drilling operations and
  necessary drilling equipment, as well as for access to funds. We cannot predict
  if the necessary funds can be raised or that any projected work will be
  completed. Our budget does not anticipate the potential acquisition of
  additional acreage in Mississippi although this may change at any time without
  notice. This acreage may not become available or if it is available for leasing,
  that we may not be successful in acquiring the leases. There are other
  competitors that have operations in these areas and the presence of these
  competitors could adversely affect our ability to acquire additional leases.</P>
  <P align=justify><I>The marketability of natural resources will be affected by
  numerous factors beyond our control, which may result in us not receiving an
  adequate return on invested capital to be profitable or viable. </I></P>
  <P align=justify>The marketability of natural resources, which may be acquired
  or discovered by us, will be affected by numerous factors beyond our control.
  These factors include market fluctuations in oil and gas pricing and demand, the
  proximity and capacity of natural resource markets and processing equipment,
  governmental regulations, land tenure, land use, regulation concerning the
  importing and exporting of oil and gas and environmental protection regulations.
  The exact effect of these factors cannot be accurately predicted, but the
  combination of these factors may result in us not receiving an adequate return
  on invested capital to be profitable or viable.</P>
  <P align=justify><I>Oil and gas operations are subject to comprehensive
  regulation, which may cause substantial delays or require capital outlays in
  excess of those anticipated causing an adverse effect on our company. </I></P>
  <P align=justify>Oil and gas operations are subject to federal, state, and local
  laws relating to the protection of the environment, including laws regulating
  removal of natural resources from the ground and the discharge of materials into
  the environment. Oil and gas operations are also subject to federal, state, and
  local laws and regulations, which seek to maintain health and safety standards
  by regulating the design and use of drilling methods and equipment. Various
  permits from government bodies are required for drilling operations to be
  conducted; no assurance can be given that such permits will be received.
  Environmental standards imposed by federal, provincial, or local authorities may
  be changed and any such changes may have material adverse effects on our
  activities. Moreover, compliance with such laws may cause substantial delays or
  require capital outlays in excess of those anticipated, thus causing an adverse
  effect on us. Additionally, we may be subject to liability for pollution or
  other environmental damages, which it may elect not to insure against due to
  prohibitive premium costs and other reasons. To date we have not been required
  to spend any material amount on compliance with environmental regulations.
  However, we may be required to do so in future and this may affect our ability
  to expand or maintain our operations.</P>
  <P align=justify><I>Exploration and production activities are subject to certain
  environmental regulations, which may prevent or delay the commencement or
  continuance of our operations. </I></P>
  <P align=justify>In general, our exploration and production activities are
  subject to certain federal, state and local laws and regulations relating to environmental quality and pollution
  control. Such laws and regulations increase the costs of these activities and
  may prevent or delay the commencement or continuance of a given operation.
  Compliance with these laws and regulations has not had a material effect on our
  operations or financial condition to date. Specifically, we are subject to
  legislation regarding emissions into the environment, water discharges and
  storage and disposition of hazardous wastes. In addition, legislation has been
  enacted which requires well and facility sites to be abandoned and reclaimed to
  the satisfaction of state authorities. However, such laws and regulations are
  frequently changed and we are unable to predict the ultimate cost of compliance.
  Generally, environmental requirements do not appear to affect us any differently
  or to any greater or lesser extent than other companies in the industry.</P>
  <P align=center>10</P>
  <HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
  noShade SIZE=5>
  <!--$$/page=--><A name=page_11></A>
  <P align=justify><I>We believe that our operations comply, in all material
  respects, with all applicable environmental regulations. </I></P>
  <P align=justify>Our operating partners maintain insurance coverage customary to
  the industry; however, we are not fully insured against all possible
  environmental risks.</P>
  <P align=justify><I>Exploratory and development drilling involves many risks and
  we may become liable for pollution or other liabilities, which may have an
  adverse effect on our financial position. </I></P>
  <P align=justify>Drilling operations generally involve a high degree of risk.
  Hazards such as unusual or unexpected geological formations, power outages,
  labor disruptions, blow-outs, sour gas leakage, fire, inability to obtain
  suitable or adequate machinery, equipment or labour, and other risks are
  involved. We may become subject to liability for pollution or hazards against
  which it cannot adequately insure or which it may elect not to insure. Incurring
  any such liability may have a material adverse effect on our financial position
  and operations.</P>
  <P align=justify><I>Any change to government regulation/administrative practices
  may have a negative impact on our ability to operate and our profitability.
  </I></P>
  <P align=justify>The laws, regulations, policies or current administrative
  practices of any government body, organization or regulatory agency in the
  United States, Canada, or any other jurisdiction, may be changed, applied or
  interpreted in a manner which will fundamentally alter the ability of our
  company to carry on our business.</P>
  <P align=justify>The actions, policies or regulations, or changes thereto, of
  any government body or regulatory agency, or other special interest groups, may
  have a detrimental effect on us. Any or all of these situations may have a
  negative impact on our ability to operate and/or our profitably.</P>
  <P align=justify><I>Our By-laws contain provisions indemnifying our officers and
  directors against all costs, charges and expenses incurred by them. </I></P>
  <P align=justify>Our By-laws contain provisions with respect to the
  indemnification of our officers and directors against all costs, charges and
  expenses, including an amount paid to settle an action or satisfy a judgment,
  actually and reasonably incurred by him, including an amount paid to settle an
  action or satisfy a judgment in a civil, criminal or administrative action or
  proceeding to which he is made a party by reason of his being or having been one
  of our directors or officers. </P>
  <P align=justify><I>Investors' interests in our company will be diluted and
  investors may suffer dilution in their net book value per share if we issue
  additional shares or raise funds through the sale of equity securities. </I></P>
  <P align=justify>Our constating documents authorize the issuance of 200,000,000
  shares of common stock with a par value of $0.001. In the event that we are
  required to issue any additional shares or enter into private placements to
  raise financing through the sale of equity securities, investors' interests in
  our company will be diluted and investors may suffer dilution in their net book
  value per share depending on the price at which such securities are sold. If we
  issue any such additional shares, such issuances also will cause a reduction in
  the proportionate ownership and voting power of all other shareholders. Further,
  any such issuance may result in a change in our control.</P>
  <P align=center>11</P>
  <HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
  noShade SIZE=5>
  <!--$$/page=--><A name=page_12></A>
  <P align=justify><I>Our By-laws do not contain anti-takeover provisions, which
  could result in a change of our management and directors if there is a take-over
  of our company. </I></P>
  <P align=justify>We do not currently have a shareholder rights plan or any
  anti-takeover provisions in our By-laws. Without any anti-takeover provisions,
  there is no deterrent for a take-over of our company, which may result in a
  change in our management and directors.</P>
  <P align=justify><I>As a result of a majority of our directors and officers are
  residents of other countries other than the United States, investors may find it
  difficult to enforce, within the United States, any judgments obtained against
  our company or our directors and officers. </I></P>
  <P align=justify>Other than our operations offices in Vancouver and Kelowna,
  British Columbia, we do not currently maintain a permanent place of business
  within the United States. In addition, a majority of our directors and officers
  are nationals and/or residents of countries other than the United States, and
  all or a substantial portion of such persons' assets are located outside the
  United States. As a result, it may be difficult for investors to enforce within
  the United States any judgments obtained against our company or our officers or
  directors, including judgments predicated upon the civil liability provisions of
  the securities laws of the United States or any state thereof. </P>
  <P align=center><B>Forward-Looking Statements</B> </P>
  <P align=justify>This reoffer prospectus contains forward-looking statements.
  Forward-looking statements are projections of events, revenues, income, future
  economic performance or management&#146;s plans and objectives for future operations.
  In some cases, you can identify forward-looking statements by the use of
  terminology such as &#147;may&#148;, &#147;should&#148;, &#147;expect&#148;, &#147;plan&#148;, &#147;anticipate&#148;, &#147;believe&#148;,
  &#147;estimate&#148;, &#147;predict&#148;, &#147;potential&#148; or &#147;continue&#148; or the negative of these terms
  or other comparable terminology. Examples of forward-looking statements made in
  this prospectus include statements about: </P>
  <UL style="TEXT-ALIGN: justify">
    <LI>the performance characteristics of our oil and gas properties; oil and
    natural gas production levels; the size of the oil and natural gas reserves;
    <LI>our projections of market prices and costs;
    <LI>supply and demand for oil and natural gas;
    <LI>our expectations regarding the ability to raise capital and to continually
    add to reserves through
    <LI>our acquisitions and development;
    <LI>our future funds from operations;
    <LI>our capital programs;
    <LI>our debt levels;
    <LI>our future royalty rates;
    <LI>our future depletion, depreciation and accretion rates;
    <LI>our treatment under governmental regulatory regimes and tax laws; and
    <LI>our capital expenditure programs. </LI></UL>
  <P align=justify>These statements are only predictions and involve known and
  unknown risks, uncertainties and other factors, including: </P>
  <UL style="TEXT-ALIGN: justify">
    <LI>General economic and business conditions,
    <LI>Exposure to market risks in our financial instruments,
    <LI>Fluctuations in worldwide prices and demand for oil and gas,
    <LI>Fluctuations in the levels of our exploration and development activities,
    <LI>Risks associated with oil and gas exploration and development activities,
    <LI>Competition in the oil and gas industry,
    <LI>Regulatory uncertainties and potential environmental liabilities, and
    <LI>The risks in the section of this prospectus entitled &#147;Risk Factors&#148;,
  </LI></UL>
  <P align=center>12</P>
  <HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
  noShade SIZE=5>
  <!--$$/page=--><A name=page_13></A>
  <P align=justify>any of which may cause our company&#146;s or our industry&#146;s actual
  results, levels of activity, performance or achievements to be materially
  different from any future results, levels of activity, performance or
  achievements expressed or implied by these forward-looking statements. </P>
  <P align=justify>While these forward-looking statements and any assumptions upon
  which they are based are made in good faith and reflect our current judgment
  regarding the direction of our business, actual results will almost always vary,
  sometimes materially, from any estimates, predictions, projections, assumptions
  or other future performance suggested herein. Except as required by applicable
  law, including the securities laws of the United States and Canada, we do not
  intend to update any of the forward-looking statements to conform these
  statements to actual results. </P>
  <P align=center><B>The Offering</B> </P>
  <P align=justify>The selling stockholders identified in this reoffer prospectus
  may offer and sell up to 1,125,000 shares of our common stock issued or issuable
  upon exercise of stock options. We granted the stock options to such selling
  stockholders pursuant to our 2010 equity compensation plan. </P>
  <P align=center><B>Use of Proceeds</B> </P>
  <P align=justify>We will not receive any proceeds from the sale of the shares of
  our common stock by the selling stockholders. We may, however, receive proceeds
  upon exercise of the stock options granted to the selling stockholders. If we
  receive proceeds upon exercise of stock options, we intend to use these proceeds
  for working capital and general corporate purposes. </P>
  <P align=center><B>Determination of Offering Price</B> </P>
  <P align=justify>The selling stockholders may sell all or a portion of the
  shares being offered pursuant to this reoffer prospectus at fixed prices, at
  prevailing market prices at the time of sale, at varying prices or at negotiated
  prices. </P>
  <P align=center><B>Selling Stockholders</B> </P>
  <P align=justify>The selling stockholders may offer and sell, from time to time,
  any or all of shares of our common stock issued or issuable upon exercise of the
  stock options granted pursuant to our 2010 equity compensation plan. </P>
  <P align=justify>The following table sets forth certain information regarding
  the beneficial ownership of shares of common stock by the selling stockholders
  as of June 29, 2011 and the number of shares of our common stock being offered
  pursuant to this reoffer prospectus. We believe that the selling stockholders
  have sole voting and investment powers over their shares. </P>
  <P align=justify>Because the selling stockholders may offer and sell all or only
  some portion of the 1,125,000 shares of our common stock being offered pursuant
  to this reoffer prospectus, the numbers in the table below representing the
  amount and percentage of these shares of our common stock that will be held by
  the selling stockholders upon termination of the offering are only estimates
  based on the assumption that each selling stockholder will sell all of his
  shares of our common stock being offered in the offering. </P>
  <P align=justify>None of the selling stockholders is a broker-dealer or an
  affiliate of a broker-dealer. We may require the selling stockholders to suspend
  the sales of the shares of our common stock being offered pursuant to this
  reoffer prospectus upon the occurrence of any event that makes any statement in
  this reoffer prospectus or the related registration statement untrue in any
  material respect or that requires the changing of statements in those documents
  in order to make statements in those documents not misleading.</P>
  <P align=center>13</P>
  <HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
  noShade SIZE=5>
  <!--$$/page=--><A name=page_14></A><BR>
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 8pt; BORDER-COLLAPSE: collapse; "
  cellSpacing=0 cellPadding=3 width="100%" border=0>
  
    <TR vAlign=top>
      <TD vAlign=bottom align=center bgColor=#ffffff rowSpan=2 style="border-style: solid; border-width: 1" bordercolor="#000000"><B>Name of</B>
        <BR><B>Selling Stockholder</B> </TD>
      <TD vAlign=bottom align=center width="20%" bgColor=#ffffff
        rowSpan=2 style="border-style: solid; border-width: 1" bordercolor="#000000"><B>Shares Owned</B> <BR><B>by the</B> <BR><B>Selling
        Stockholder</B> <BR><B>before the</B>
        <BR><B>Offering<SUP>(1)</SUP></B> </TD>
      <TD vAlign=bottom align=center width="20%" bgColor=#ffffff
        rowSpan=2 style="border-style: solid; border-width: 1" bordercolor="#000000"><B>Total Shares</B> <BR><B>Offered</B> <BR><B>in the
        Offering</B> </TD>
      <TD vAlign=bottom align=center width="40%" bgColor=#ffffff
        colSpan=2 style="border-style: solid; border-width: 1" bordercolor="#000000"><B>Number of Shares to Be Owned</B> <BR><B>by Selling
        Stockholder and Percent of</B> <BR><B>Total Issued and Outstanding
        Shares</B> <BR><B>After the Offering <SUP>(1)</SUP></B> </TD></TR>
    <TR vAlign=top>
      <TD vAlign=bottom align=center width="20%" bgColor=#ffffff style="border-style: solid; border-width: 1" bordercolor="#000000"><B># of</B>
        <BR><B>Shares<SUP>(2)</SUP></B> </TD>
      <TD vAlign=bottom align=center width="20%" bgColor=#ffffff style="border-style: solid; border-width: 1" bordercolor="#000000"><B>% of</B>
        <BR><B>Class<SUP>(2),(3)</SUP></B> </TD></TR>
    <TR vAlign=top>
      <TD vAlign=bottom align=left bgColor=#e6efff style="border-style: solid; border-width: 1" bordercolor="#000000">Christopher
        Bunka<SUP>(4)</SUP> </TD>
      <TD vAlign=bottom align=center width="20%" bgColor=#e6efff style="border-style: solid; border-width: 1" bordercolor="#000000">6,028,007
        <SUP>(5)</SUP> </TD>
      <TD vAlign=bottom align=center width="20%" bgColor=#e6efff style="border-style: solid; border-width: 1" bordercolor="#000000">500,000 </TD>
      <TD vAlign=bottom align=center width="20%" bgColor=#e6efff style="border-style: solid; border-width: 1" bordercolor="#000000">5,528,007 </TD>
      <TD vAlign=bottom align=center width="20%" bgColor=#e6efff style="border-style: solid; border-width: 1" bordercolor="#000000">36.51% </TD></TR>
    <TR vAlign=top>
      <TD vAlign=bottom align=left style="border-style: solid; border-width: 1" bordercolor="#000000">Dr. David DeMartini <SUP>(6)</SUP> </TD>
      <TD vAlign=bottom align=center width="20%" style="border-style: solid; border-width: 1" bordercolor="#000000">3,766,964 <SUP>(7)</SUP> </TD>
      <TD vAlign=bottom align=center width="20%" style="border-style: solid; border-width: 1" bordercolor="#000000">100,000 </TD>
      <TD vAlign=bottom align=center width="20%" style="border-style: solid; border-width: 1" bordercolor="#000000">3,666,964 </TD>
      <TD vAlign=bottom align=center width="20%" style="border-style: solid; border-width: 1" bordercolor="#000000">24.22% </TD></TR>
    <TR vAlign=top>
      <TD vAlign=bottom align=left bgColor=#e6efff style="border-style: solid; border-width: 1" bordercolor="#000000">Bal Bhullar <SUP>(8)</SUP>
  </TD>
      <TD vAlign=bottom align=center width="20%" bgColor=#e6efff style="border-style: solid; border-width: 1" bordercolor="#000000">431,250
        <SUP>(9)</SUP> </TD>
      <TD vAlign=bottom align=center width="20%" bgColor=#e6efff style="border-style: solid; border-width: 1" bordercolor="#000000">300,000 </TD>
      <TD vAlign=bottom align=center width="20%" bgColor=#e6efff style="border-style: solid; border-width: 1" bordercolor="#000000">131,250 </TD>
      <TD vAlign=bottom align=center width="20%" bgColor=#e6efff style="border-style: solid; border-width: 1" bordercolor="#000000">* </TD></TR>
    <TR vAlign=top>
      <TD vAlign=bottom align=left style="border-style: solid; border-width: 1" bordercolor="#000000">Steven Khan <SUP>(10)</SUP> </TD>
      <TD vAlign=bottom align=center width="20%" style="border-style: solid; border-width: 1" bordercolor="#000000">25,000 <SUP>(11)</SUP> </TD>
      <TD vAlign=bottom align=center width="20%" style="border-style: solid; border-width: 1" bordercolor="#000000">25,000 </TD>
      <TD vAlign=bottom align=center width="20%" style="border-style: solid; border-width: 1" bordercolor="#000000">0 </TD>
      <TD vAlign=bottom align=center width="20%" style="border-style: solid; border-width: 1" bordercolor="#000000">* </TD></TR>
    <TR vAlign=top>
      <TD vAlign=bottom align=left bgColor=#e6efff style="border-style: solid; border-width: 1" bordercolor="#000000">Ken Brooks<SUP>(12)</SUP> </TD>
      <TD vAlign=bottom align=center width="20%"
        bgColor=#e6efff style="border-style: solid; border-width: 1" bordercolor="#000000">106,250<SUP>(13)</SUP> </TD>
      <TD vAlign=bottom align=center width="20%" bgColor=#e6efff style="border-style: solid; border-width: 1" bordercolor="#000000">25,000 </TD>
      <TD vAlign=bottom align=center width="20%" bgColor=#e6efff style="border-style: solid; border-width: 1" bordercolor="#000000">0 </TD>
      <TD vAlign=bottom align=center width="20%" bgColor=#e6efff style="border-style: solid; border-width: 1" bordercolor="#000000">* </TD></TR>
    <TR vAlign=top>
      <TD vAlign=bottom align=left style="border-style: solid; border-width: 1" bordercolor="#000000">Thomas Ihrke<SUP>(14)</SUP> </TD>
      <TD vAlign=bottom align=center width="20%" style="border-style: solid; border-width: 1" bordercolor="#000000">547,178 <SUP>(15)</SUP> </TD>
      <TD vAlign=bottom align=center width="20%" style="border-style: solid; border-width: 1" bordercolor="#000000">175,000 </TD>
      <TD vAlign=bottom align=center width="20%" style="border-style: solid; border-width: 1" bordercolor="#000000">372,128 </TD>
      <TD vAlign=bottom align=center width="20%" style="border-style: solid; border-width: 1" bordercolor="#000000">2.46% </TD></TR>
    <TR vAlign=top>
      <TD vAlign=bottom align=left bgColor=#e6efff style="border-style: solid; border-width: 1" bordercolor="#000000"><B>Totals</B> </TD>
      <TD vAlign=bottom align=left width="20%" bgColor=#e6efff style="border-style: solid; border-width: 1" bordercolor="#000000">&nbsp; </TD>
      <TD vAlign=bottom align=center width="20%"
        bgColor=#e6efff style="border-style: solid; border-width: 1" bordercolor="#000000"><B>
      1,125,000</B></TD>
      <TD vAlign=bottom align=left width="20%" bgColor=#e6efff style="border-style: solid; border-width: 1" bordercolor="#000000">&nbsp; </TD>
      <TD vAlign=bottom align=left width="20%" bgColor=#e6efff style="border-style: solid; border-width: 1" bordercolor="#000000">&nbsp;
    </TD></TR></TABLE>
  <P align=justify><B><U>Notes</U></B> </P>
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  cellSpacing=0 cellPadding=0 width="100%" border=0>
  
    <TR vAlign=top>
      <TD align=left>* </TD>
      <TD align=left width="95%">Less than 1%. </TD></TR>
    <TR>
      <TD>&nbsp; </TD>
      <TD width="95%">&nbsp; </TD></TR>
    <TR vAlign=top>
      <TD align=left><sup>(1) </sup> </TD>
      <TD align=left width="95%">Beneficial ownership is determined in
        accordance with Securities and Exchange Commission rules and generally
        includes voting or investment power with respect to shares of common
        stock. Shares of common stock subject to options, warrants and convertible
        preferred stock currently exercisable or convertible, or exercisable or
        convertible within 60 days, are counted as outstanding for computing the
        percentage of the person holding such options, warrants or convertible
        preferred stock but are not counted as outstanding for computing the
        percentage of any other person. </TD></TR>
    <TR>
      <TD><sup>&nbsp; </sup> </TD>
      <TD width="95%">&nbsp; </TD></TR>
    <TR vAlign=top>
      <TD align=left><sup>(2) </sup> </TD>
      <TD align=left width="95%">We have assumed that the selling stockholders
        will sell all of the shares being offered in this offering. </TD></TR>
    <TR>
      <TD><sup>&nbsp; </sup> </TD>
      <TD width="95%">&nbsp; </TD></TR>
    <TR vAlign=top>
      <TD align=left><sup>(3) </sup> </TD>
      <TD align=left width="95%">Based on 15,139,659 shares of our common stock
        issued and outstanding as of June 29, 2011. Shares of our common stock
        being offered pursuant to this reoffer prospectus by a selling stockholder
        are counted as outstanding for computing the percentage of that particular
        selling stockholder but are not counted as outstanding for computing the
        percentage of any other person. </TD></TR>
    <TR>
      <TD><sup>&nbsp; </sup> </TD>
      <TD width="95%">&nbsp; </TD></TR>
    <TR vAlign=top>
      <TD align=left><sup>(4) </sup> </TD>
      <TD align=left width="95%">Mr. Bunka is our President, Chief Executive
        Officer and a director of our company. </TD></TR>
    <TR>
      <TD><sup>&nbsp; </sup> </TD>
      <TD width="95%">&nbsp; </TD></TR>
    <TR vAlign=top>
      <TD align=left><sup>(5) </sup> </TD>
      <TD align=left width="95%">Represents 1,267,986 shares of common stock
        held directly by Mr. Bunka, 3,041,271 shares held in the name of C.A.B.
        Financial Services and 1,100,000 warrants held in the name of C.A.B.
        Financial Services, for which Chris Bunka is the sole beneficiary of the
        company. Mr. Bunka also holds a total of 618,750 stock options to acquire
        an aggregate of 618,750 shares of common stock, of which 500,000 stock
        options are being registered pursuant to this registration statement and
        such options are exercisable at $0.20 per share until January 20, 2015.
    </TD></TR>
    <TR>
      <TD><sup>&nbsp; </sup> </TD>
      <TD width="95%">&nbsp; </TD></TR>
    <TR vAlign=top>
      <TD align=left><sup>(6) </sup> </TD>
      <TD align=left width="95%">Dr. DeMartini is a director of our company.
    </TD></TR>
    <TR>
      <TD><sup>&nbsp; </sup> </TD>
      <TD width="95%">&nbsp; </TD></TR>
    <TR vAlign=top>
      <TD align=left><sup>(7) </sup> </TD>
      <TD align=left width="95%">Represents 3,281,250 shares of common stock and
        485,714 convertible debt warrants. We are registering 100,000 shares of
        common stock that Mr. DeMartini obtained through the exercise of stock
        options under our 2010 equity compensation plan. </TD></TR>
    <TR>
      <TD><sup>&nbsp; </sup> </TD>
      <TD width="95%">&nbsp; </TD></TR>
    <TR vAlign=top>
      <TD align=left><sup>(8) </sup> </TD>
      <TD align=left width="95%">Ms. Bhullar is our Chief Financial Officer and
        a director of our company. </TD></TR>
    <TR>
      <TD><sup>&nbsp; </sup> </TD>
      <TD width="95%">&nbsp; </TD></TR>
    <TR vAlign=top>
      <TD align=left><sup>(9) </sup> </TD>
      <TD align=left width="95%">Represents 41,250 shares of common stock,
        40,000 warrants and 350,000 stock options to acquire an aggregate of
        350,000 shares of common stock, of which 300,000 stock options are being
        registered pursuant to this registration statement and such options are
        exercisable at $0.20 per share until January 20, 2015.
  </TD></TR></TABLE>
  <P align=center>14<br>
  &nbsp;<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
  noShade SIZE=5>
  </P><!--$$/page=--><A name=page_15></A><BR>
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>
  
    <TR>
      <TD vAlign=top width="5%"><sup>(10) </sup> </TD>
      <TD>
        <P align=justify>Mr. Khan is an Advisor to our Company.</P></TD></TR>
    <TR>
      <TD width="5%">&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD vAlign=top width="5%"><sup>(11) </sup> </TD>
      <TD>
        <P align=justify>Represents 0 shares of common stock and 25,000 stock
        options to acquire an aggregate of 25,000 shares of common stock, of which
        25,000 are exercisable at $0.20 per share until January 20,
  2015.</P></TD></TR>
    <TR>
      <TD width="5%">&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD vAlign=top width="5%"><sup>(12) </sup> </TD>
      <TD>
        <P align=justify>Mr. Brooks is a Advisor to our Company.</P></TD></TR>
    <TR>
      <TD width="5%">&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD vAlign=top width="5%"><sup>(13) </sup> </TD>
      <TD>
        <P align=justify>Represents 0 shares of common stock and 106,250 stock
        options to acquire an aggregate of 106,250 shares of common stock, of
        which 25,000 stock options are being registered pursuant to this
        registration statement and are exercisable at $0.20 per share until
        January 20, 2015.</P></TD></TR>
    <TR>
      <TD width="5%">&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD vAlign=top width="5%"><sup>(14) </sup> </TD>
      <TD>
        <P align=justify>Mr. Ihrke is a consultant of our Company.</P></TD></TR>
    <TR>
      <TD width="5%">&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD vAlign=top width="5%"><sup>(15) </sup> </TD>
      <TD>
        <P align=justify>Represents 250,385 shares of common stock, 78,043
        warrants and 218,750 stock options to acquire an aggregate of 218,750
        shares of common stock, of which 175,000 stock options are being
        registered pursuant to this registration statement. 25,000 options are
        exercisable at $0.20 per share until January 20, 2015 and 150,000 options
        are exercisable at $0.20 per share until August 16,
  2015.</P></TD></TR></TABLE>
  <P align=center><B>Plan of Distribution</B> </P>
  <P align=justify>The selling stockholders may, from time to time, sell all or a
  portion of the shares of our common stock on any market upon which our common
  stock may be listed or quoted (currently Financial Industry Regulatory
  Authority&#146;s OTC Bulletin Board and the Canadian National Stock Exchange), in
  privately negotiated transactions or otherwise. Such sales may be at fixed
  prices prevailing at the time of sale, at prices related to the market prices or
  at negotiated prices. The shares of our common stock being offered for resale
  pursuant to this reoffer prospectus may be sold by the selling stockholders by
  one or more of the following methods, without limitation: </P>
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>
  
    <TR>
      <TD vAlign=top width="5%">&nbsp;</TD>
      <TD vAlign=top width="5%">1. </TD>
      <TD>
        <P align=justify>block trades in which the broker or dealer so engaged
        will attempt to sell the shares of our common stock as agent but may
        position and resell a portion of the block as principal to facilitate the
        transaction;</P></TD></TR>
    <TR>
      <TD width="5%">&nbsp;</TD>
      <TD width="5%">&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD vAlign=top width="5%">&nbsp;</TD>
      <TD vAlign=top width="5%">2. </TD>
      <TD>
        <P align=justify>purchases by broker or dealer as principal and resale by
        the broker or dealer for its account pursuant to this reoffer
        prospectus;</P></TD></TR>
    <TR>
      <TD width="5%">&nbsp;</TD>
      <TD width="5%">&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD vAlign=top width="5%">&nbsp;</TD>
      <TD vAlign=top width="5%">3. </TD>
      <TD>
        <P align=justify>an exchange distribution in accordance with the rules of
        the exchange or quotation system;</P></TD></TR>
    <TR>
      <TD width="5%">&nbsp;</TD>
      <TD width="5%">&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD vAlign=top width="5%">&nbsp;</TD>
      <TD vAlign=top width="5%">4. </TD>
      <TD>
        <P align=justify>ordinary brokerage transactions and transactions in which
        the broker solicits purchasers;</P></TD></TR>
    <TR>
      <TD width="5%">&nbsp;</TD>
      <TD width="5%">&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD vAlign=top width="5%">&nbsp;</TD>
      <TD vAlign=top width="5%">5. </TD>
      <TD>
        <P align=justify>privately negotiated transactions;</P></TD></TR>
    <TR>
      <TD width="5%">&nbsp;</TD>
      <TD width="5%">&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD vAlign=top width="5%">&nbsp;</TD>
      <TD vAlign=top width="5%">6. </TD>
      <TD>
        <P align=justify>market sales (both long and short to the extent permitted
        under the federal securities laws);</P></TD></TR>
    <TR>
      <TD width="5%">&nbsp;</TD>
      <TD width="5%">&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD vAlign=top width="5%">&nbsp;</TD>
      <TD vAlign=top width="5%">7. </TD>
      <TD>
        <P align=justify>at the market to or through market makers or into an
        existing market for the shares;</P></TD></TR>
    <TR>
      <TD width="5%">&nbsp;</TD>
      <TD width="5%">&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD vAlign=top width="5%">&nbsp;</TD>
      <TD vAlign=top width="5%">8. </TD>
      <TD>
        <P align=justify>through transactions in options, swaps or other
        derivatives (whether exchange listed or otherwise); and</P></TD></TR>
    <TR>
      <TD width="5%">&nbsp;</TD>
      <TD width="5%">&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD vAlign=top width="5%">&nbsp;</TD>
      <TD vAlign=top width="5%">9. </TD>
      <TD>
        <P align=justify>a combination of any aforementioned methods of
      sale.</P></TD></TR></TABLE>
  <P align=justify>In the event of the transfer by any of the selling stockholders
  of his shares of our common stock or stock options to any pledgee, donee or
  other transferee, we will amend this reoffer prospectus and the registration
  statement of which this reoffer prospectus forms a part by the filing of a
  post-effective amendment in order to have the pledgee, donee or other transferee
  in place of the selling stockholder who has transferred his shares. </P>
  <P align=center>15</P>
  <HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
  noShade SIZE=5>
  <!--$$/page=--><A name=page_16></A>
  <P align=justify>In effecting sales, brokers and dealers engaged by the selling
  stockholders may arrange for other brokers or dealers to participate. Brokers or
  dealers may receive commissions or discounts from a selling stockholder or, if
  any of the broker-dealers act as an agent for the purchaser of such shares, from
  a purchaser in amounts to be negotiated which are not expected to exceed those
  customary in the types of transactions involved. Broker-dealers may agree with a
  selling stockholder to sell a specified number of the shares of our common stock
  at a stipulated price per share. Such an agreement may also require the
  broker-dealer to purchase as principal any unsold shares of our common stock at
  the price required to fulfill the broker-dealer commitment to the selling
  stockholder if such broker-dealer is unable to sell the shares on behalf of the
  selling stockholder. Broker-dealers who acquire shares of our common stock as
  principal may thereafter resell the shares of our common stock from time to time
  in transactions which may involve block transactions and sales to and through
  other broker-dealers, including transactions of the nature described above. Such
  sales by a broker-dealer could be at prices and on terms then prevailing at the
  time of sale, at prices related to the then-current market price or in
  negotiated transactions. In connection with such resale, the broker-dealer may
  pay to or receive from the purchasers of the shares commissions as described
  above. </P>
  <P align=justify>The selling stockholders and any broker-dealers or agents that
  participate with the selling stockholders in the sale of the shares of our
  common stock may be deemed to be &#147;underwriters&#148; within the meaning of the
  Securities Act of 1933 in connection with these sales. In that event, any
  commissions received by the broker-dealers or agents and any profit on the
  resale of the shares of common stock purchased by them may be deemed to be
  underwriting commissions or discounts under the Securities Act of 1933. </P>
  <P align=justify>From time to time, any of the selling stockholders may pledge
  shares of our common stock pursuant to the margin provisions of customer
  agreements with brokers. Upon a default by a selling stockholder, his broker may
  offer and sell the pledged shares of our common stock from time to time. Upon a
  sale of the shares of our common stock, we believe that the selling stockholders
  will satisfy the prospectus delivery requirements under the Securities Act of
  1933. We will file any amendments or other necessary documents in compliance
  with the Securities Act of 1933 which may be required in the event any of the
  selling stockholders defaults under any customer agreement with brokers. </P>
  <P align=justify>To the extent required under the Securities Act of 1933, a
  post-effective amendment to the registration statement of which this reoffer
  prospectus forms a part will be filed disclosing the name of any broker-dealers,
  the number of shares of our common stock involved, the price at which our common
  stock is to be sold, the commissions paid or discounts or concessions allowed to
  such broker-dealers, where applicable, that such broker-dealers did not conduct
  any investigation to verify the information set out or incorporated by reference
  in this reoffer prospectus and other facts material to the transaction. </P>
  <P align=justify>We and the selling stockholders will be subject to applicable
  provisions of the Securities Exchange Act of 1934 and the rules and regulations
  under it, including, without limitation, Rule 10b-5 and, insofar as a selling
  stockholder is a distribution participant and we, under certain circumstances,
  may be a distribution participant, under Regulation M. All of the foregoing may
  affect the marketability of our common stock. </P>
  <P align=justify>All expenses for this reoffer prospectus and related
  registration statement including legal, accounting, printing and mailing fees
  are and will be borne by us. Any commissions, discounts or other fees payable to
  brokers or dealers in connection with any sale of the shares of common stock
  will be borne by the selling stockholders, the purchasers participating in such
  transaction, or both. </P>
  <P align=justify>Any shares of our common stock being offered pursuant to this
  reoffer prospectus which qualify for sale pursuant to Rule 144 under the
  Securities Act of 1933, may be sold under Rule 144 rather than pursuant to this
  reoffer prospectus. </P>
  <P align=center>16</P>
  <HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
  noShade SIZE=5>
  <!--$$/page=--><A name=page_17></A>
  <P align=center><B>Experts and Counsel</B> </P>
  <P align=justify>Our financial statements for the years ended October 31, 2010
  and 2009 incorporated in this reoffer prospectus by reference from our annual
  report on Form 10-K for the year ended October 31, 2010 filed with the
  Securities and Exchange Commission on February 8, 2011 have been audited by
  Chang Lee LLP Chartered Accountants which are incorporated herein by reference,
  and have been so incorporated in reliance upon such report given upon the
  authority of said firm as experts in auditing and accounting. </P>
  <P align=justify>On June 1, Chang Lee LLP amalgamated with MNP LLP of Suite 2300
  - 1055 Dunsmuir Street, Vancouver, BC V7X 1J1. </P>
  <P align=justify>W.L. Macdonald Law Corporation, of Suite 400 &#150; 570 Granville
  Street, Vancouver, British Columbia V6C 3P1, Canada has provided an opinion on
  the validity of the shares of our common stock being offered pursuant to this
  reoffer prospectus. </P>
  <P align=center><B>Interest of Named Experts and Counsel</B> </P>
  <P align=justify>No expert named in the registration statement of which this
  reoffer prospectus forms a part as having prepared or certified any part thereof
  (or is named as having prepared or certified a report or valuation for use in
  connection with such registration statement) or counsel named in this reoffer
  prospectus as having given an opinion upon the validity of the securities being
  offered pursuant to this reoffer prospectus or upon other legal matters in
  connection with the registration or offering such securities was employed for
  such purpose on a contingency basis. Also at the time of such preparation,
  certification or opinion or at any time thereafter, through the date of
  effectiveness of such registration statement or that part of such registration
  statement to which such preparation, certification or opinion relates, no such
  person had, or is to receive, in connection with the offering, a substantial
  interest, direct or indirect, in our company or any of its parents or
  subsidiaries. Nor was any such person connected with our company or any of its
  parents or subsidiaries as a promoter, managing or principal underwriter, voting
  trustee, director, officer or employee. </P>
  <P align=center><B>Material Changes</B> </P>
  <P align=justify>There have been no material changes to the affairs of our
  company since October 31, 2010 which have not previously been described in a
  report on Form 10-Q or Form 8-K filed with the Securities and Exchange
  Commission. </P>
  <P align=center><B>Incorporation of Certain Information by Reference</B> </P>
  <P align=justify>The following documents filed by our company with the
  Securities and Exchange Commission are incorporated into this reoffer prospectus
  by reference: </P>
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>
  
    <TR>
      <TD width="5%"  >&nbsp;</TD>
      <TD vAlign=top width="5%">1. </TD>
      <TD>
        <P align=justify>Our annual report on Form 10-K for the year ended October
        31, 2010 filed on January 31, 2011 and our amended annual report on Form
        10-K/A for the year ended October 31, 2010 as filed on February 1, 2011
        and February 8, 2011;</P></TD></TR>
    <TR>
      <TD width="5%" >&nbsp;</TD>
      <TD width="5%">&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD width="5%" >&nbsp;</TD>
      <TD vAlign=top width="5%">2. </TD>
      <TD>
        <P align=justify>Our quarterly reports on Form 10-Q filed on March 15,
        2011 and June 13, 2011;</P></TD></TR>
    <TR>
      <TD width="5%" >&nbsp;</TD>
      <TD width="5%">&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD width="5%" >&nbsp;</TD>
      <TD vAlign=top width="5%">3. </TD>
      <TD>
        <P align=justify>Our current reports on Form 8-K, as amended, filed on
        January 31, 2011, February 2, 2011, March 18, 2011, April 18, 2011, June
        10, 2011, June 22, 2011 and June 23, 2011;</P></TD></TR>
    <TR>
      <TD width="5%" >&nbsp;</TD>
      <TD width="5%">&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD width="5%" >&nbsp;</TD>
      <TD vAlign=top width="5%">4. </TD>
      <TD>
        <P align=justify>Our proxy statement on Schedule 14A filed on May 13,
        2011; and</P></TD></TR>
    <TR>
      <TD width="5%" >&nbsp;</TD>
      <TD width="5%">&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD width="5%" >&nbsp;</TD>
      <TD vAlign=top width="5%">5. </TD>
      <TD>
        <P align=justify>The description of our common stock contained in our
        registration statement on Form SB-2 filed on September 20, 2007, as
        amended by our current reports on Form 8-K filed on June 23, 2009,
        including any amendments or reports filed for the purpose of updating such
        description.</P></TD></TR></TABLE>
  <P align=justify>In addition to the foregoing, all documents that we
  subsequently file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
  Securities Exchange Act of 1934, prior to the filing of a post-effective
  amendment indicating that all of the securities offered pursuant to the
  registration statement of which this reoffer prospectus forms a part have been
  sold or deregistering all securities then remaining unsold, will be deemed to be
  incorporated by reference into this reoffer prospectus and to be part hereof from the date of filing of
  such documents. Any statement contained in a document incorporated by reference
  in this reoffer prospectus will be deemed to be modified or superseded for
  purposes of this reoffer prospectus to the extent that a statement contained in
  this reoffer prospectus or in any subsequently filed document that is also
  incorporated by reference in this reoffer prospectus modifies or supersedes such
  statement. Any statement so modified or superseded will not be deemed, except as
  so modified or superseded, to constitute a part of this reoffer prospectus. </P>
  <P align=center>17</P>
  <HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
  noShade SIZE=5>
  <!--$$/page=--><A name=page_18></A>
  <P align=center><B>Where You Can Find More Information </B></P>
  <P align=justify>We will provide to each person, including any beneficial owner,
  to whom this reoffer prospectus is delivered, a copy of any or all of the
  information that has been incorporated by reference into this reoffer prospectus
  but not delivered with this reoffer prospectus, upon written or oral request of
  such person at no cost to such person. Please send us such request by writing or
  calling at Lexaria Corp., #950 &#150; 1130 West Pender Street, Vancouver, British
  Columbia V6E 4A4, Canada; telephone: (604) 602-1675. </P>
  <P align=justify>We file annual, quarterly and current reports, proxy statements
  and other information with the Securities and Exchange Commission. Such filings
  are available to the public over the internet at the Securities and Exchange
  Commission&#146;s website at http://www.sec.gov. The public may also read and copy
  any materials we file with the Securities and Exchange Commission at its public
  reference room at 100 F Street, N.E. Washington, D.C. 20549. The public may
  obtain information on the operation of the public reference room by calling the
  Securities and Exchange Commission at 1-800-SEC-0330. </P>
  <P align=justify>We have filed with the Securities and Exchange Commission a
  registration statement on Form S-8 under the Securities Act of 1933 with respect
  to the securities offered under this reoffer prospectus. This reoffer
  prospectus, which forms a part of that registration statement, does not contain
  all information included in the registration statement. Certain information is
  omitted and you should refer to the registration statement and its exhibits.
  </P>
  <P align=justify>You should only rely on the information incorporated by
  reference or provided in this reoffer prospectus or any supplement. We have not
  authorized anyone else to provide you with different information. This reoffer
  prospectus does not constitute an offer to sell or a solicitation of an offer to
  buy any of the securities offered hereby by anyone in any jurisdiction in which
  such offer or solicitation is not authorized or in which the person making such
  offer or solicitation is not qualified to do so or to any person to whom it is
  unlawful to make such offer or solicitation. You should not assume that the
  information in this reoffer prospectus or any supplement is accurate as of any
  date other than the date of this reoffer prospectus. </P>
  <P align=center>18</P>
  <HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
  noShade SIZE=5>
  <!--$$/page=--><A name=page_19></A>
  <P align=center><B>1,125,000 </B></P>
  <P align=center><B>Lexaria Corporation </B></P>
  <P align=center><B>Common Stock</B></P>
  <P align=center>_________________________________ </P>
  <P align=center><B>Prospectus</B></P>
  <P align=center>_________________________________ </P>
  <P align=center>June<B> </B>29, 2011 </P>
  <P align=center>19</P>
  <HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
  noShade SIZE=5>
  <!--$$/page=--><A name=page_20></A>
  <P align=center><B>Part II</B> </P>
  <P align=center><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B> </P>
  <P align=justify><B>Item 3. Incorporation of Documents by Reference.</B> </P>
  <P align=justify>The following documents filed by our company with the
  Securities and Exchange Commission are incorporated into this registration
  statement by reference: </P>
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>
  
    <TR>
      <TD width="5%" >&nbsp;</TD>
      <TD vAlign=top width="5%">1. </TD>
      <TD>
        <P align=justify>Our annual report on Form 10-K for the year ended October
        31, 2010 filed on January 31, 2011 and our amended annual report on Form
        10-K/A for the year ended October 31, 2010 as filed on February 1, 2011
        and February 8, 2011;</P></TD></TR>
    <TR>
      <TD width="5%">&nbsp;</TD>
      <TD width="5%">&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD width="5%">&nbsp;</TD>
      <TD vAlign=top width="5%">2. </TD>
      <TD>
        <P align=justify>Our quarterly reports on Form 10-Q filed on March 15,
        2011 and June 13, 2011;</P></TD></TR>
    <TR>
      <TD width="5%">&nbsp;</TD>
      <TD width="5%">&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD width="5%">&nbsp;</TD>
      <TD vAlign=top width="5%">3. </TD>
      <TD>
        <P align=justify>Our current reports on Form 8-K, as amended, filed on
        January 31, 2011, February 2, 2011, March 18, 2011, April 18, 2011, June
        10, 2011, June 22, 2011 and June 23, 2011;</P></TD></TR>
    <TR>
      <TD width="5%">&nbsp;</TD>
      <TD width="5%">&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD width="5%">&nbsp;</TD>
      <TD vAlign=top width="5%">4. </TD>
      <TD>
        <P align=justify>Our proxy statement on Schedule 14A filed on May 13,
        2011; and</P></TD></TR>
    <TR>
      <TD width="5%">&nbsp;</TD>
      <TD width="5%">&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD width="5%">&nbsp;</TD>
      <TD vAlign=top width="5%">5. </TD>
      <TD>
        <P align=justify>The description of our common stock contained in our
        registration statement on Form SB-2 filed on September 20, 2007, as
        amended by our current reports on Form 8-K filed on June 23, 2009,
        including any amendments or reports filed for the purpose of updating such
        description.</P></TD></TR></TABLE>
  <P align=justify>In addition to the foregoing, all documents that we
  subsequently file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
  Securities Exchange Act of 1934, prior to the filing of a post-effective
  amendment indicating that all of the securities offered pursuant to this
  registration statement have been sold or deregistering all securities then
  remaining unsold, will be deemed to be incorporated by reference into this
  registration statement and to be part hereof from the date of filing of such
  documents. Any statement contained in a document incorporated by reference in
  this registration statement will be deemed to be modified or superseded for
  purposes of this registration statement to the extent that a statement contained
  in this registration statement or in any subsequently filed document that is
  also incorporated by reference in this registration statement modifies or
  supersedes such statement. Any statement so modified or superseded will not be
  deemed, except as so modified or superseded, to constitute a part of this
  registration statement. </P>
  <P align=justify><B>Item 4. Description of Securities.</B> </P>
  <P align=justify>Not applicable. </P>
  <P align=justify><B>Item 5. Interests of Named Experts and Counsel.</B> </P>
  <P align=justify>No expert named in this registration statement as having
  prepared or certified any part thereof (or is named as having prepared or
  certified a report or valuation for use in connection with this registration
  statement) or counsel named in this registration statement as having given an
  opinion upon the validity of the securities being offered pursuant to this
  registration statement or upon other legal matters in connection with the
  registration or offering such securities was employed for such purpose on a
  contingency basis. Also at the time of such preparation, certification or
  opinion or at any time thereafter, through the date of effectiveness of such
  registration statement or that part of such registration statement to which such
  preparation, certification or opinion relates, no such person had, or is to
  receive, in connection with the offering, a substantial interest, direct or
  indirect, in our company or any of its parents or subsidiaries. Nor was any such
  person connected with our company or any of its parents or subsidiaries as a
  promoter, managing or principal underwriter, voting trustee, director, officer
  or employee. </P>
  <P align=justify><B>Item 6. Indemnification of Directors and Officers.</B> </P>
  <P align=justify>Nevada Revised Statutes provide that: </P>
  <P align=center>20</P>
  <HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
  noShade SIZE=5>
  <!--$$/page=--><A name=page_21></A>
  <UL style="TEXT-ALIGN: justify">
    <LI>
    <p style="margin-top: 12">a corporation may indemnify any person who was or is a party or is
    threatened to be made a party to any threatened, pending or completed action,
    suit or proceeding, whether civil, criminal, administrative or investigative,
    except an action by or in the right of the corporation, by reason of the fact
    that he is or was a director, officer, employee or agent of the corporation,
    or is or was serving at the request of the corporation as a director, officer,
    employee or agent of another corporation, partnership, joint venture, trust or
    other enterprise, against expenses, including attorneys&#146; fees, judgments,
    fines and amounts paid in settlement actually and reasonably incurred by him
    in connection with the action, suit or proceeding if he or she acted in good
    faith and in a manner which he or she reasonably believed to be in or not
    opposed to the best interests of the corporation, and, with respect to any
    criminal action or proceeding, had no reasonable cause to believe his or her
    conduct was unlawful;
    <LI>
    <p style="margin-top: 12">a corporation may indemnify any person who was or is a party or is
    threatened to be made a party to any threatened, pending or completed action
    or suit by or in the right of the corporation to procure a judgment in its
    favor by reason of the fact that he or she is or was a director, officer,
    employee or agent of the corporation, or is or was serving at the request of
    the corporation as a director, officer, employee or agent of another
    corporation, partnership, joint venture, trust or other enterprise against
    expenses, including amounts paid in settlement and attorneys&#146; fees actually
    and reasonably incurred by him or her in connection with the defense or
    settlement of the action or suit if he or she acted in good faith and in a
    manner which he or she reasonably believed to be in or not opposed to the best
    interests of the corporation. Indemnification may not be made for any claim,
    issue or matter as to which such a person has been adjudged by a court of
    competent jurisdiction, after exhaustion of all appeals therefrom, to be
    liable to the corporation or for amounts paid in settlement to the
    corporation, unless and only to the extent that the court in which the action
    or suit was brought or other court of competent jurisdiction determines upon
    application that in view of all the circumstances of the case, the person is
    fairly and reasonably entitled to indemnity for such expenses as the court
    deems proper; and
    <LI>
    <p style="margin-top: 12">to the extent that a director, officer, employee or agent of a corporation
    has been successful on the merits or otherwise in defense of any action, suit
    or proceeding, or in defense of any claim, issue or matter therein, the
    corporation must indemnify him or her against expenses, including attorneys&#146;
    fees, actually and reasonably incurred by him or her in connection with the
    defense. </LI></UL>
  <P align=justify>Nevada Revised Statutes provide that we may make any
  discretionary indemnification only as authorized in the specific case upon a
  determination that indemnification of the director, officer, employee or agent
  is proper in the circumstances. The determination must be made: </P>
  <UL style="TEXT-ALIGN: justify">
    <LI>
    <p style="margin-top: 12">by our stockholders;
    <LI>
    <p style="margin-top: 12">by our board of directors by majority vote of a quorum consisting of
    directors who were not parties to the action, suit or proceeding;
    <LI>
    <p style="margin-top: 12">if a majority vote of a quorum consisting of directors who were not
    parties to the action, suit or proceeding so orders, by independent legal
    counsel in a written opinion;
    <LI>
    <p style="margin-top: 12">if a quorum consisting of directors who were not parties to the action,
    suit or proceeding cannot be obtained, by independent legal counsel in a
    written opinion; or
    <LI>
    <p style="margin-top: 12">by court order. </LI></UL>
  <P align=justify>Nevada Revised Statutes provide that a corporation may purchase
  and maintain insurance or make other financial arrangements on behalf of any
  person who is or was a director, officer, employee or agent of the corporation,
  or is or was serving at the request of the corporation as a director, officer,
  employee or agent of another corporation, partnership, joint venture, trust or
  other enterprise for any liability asserted against him and liability and
  expenses incurred by him in his capacity as a director, officer, employee or
  agent, or arising out of his status as such, whether or not the corporation has
  the authority to indemnify him against such liability and expenses. </P>
  <P align=center>21</P>
  <HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
  noShade SIZE=5>
  <!--$$/page=--><A name=page_22></A>
  <P align=justify>Our bylaws provide that: </P>
  <UL style="TEXT-ALIGN: justify">
    <LI>
    <p style="margin-top: 12">our directors must cause our company to indemnify a director or former
    director of our company and our directors may cause our company to indemnify a
    director or former director of a corporation of which our company is or was a
    shareholder and the heirs and personal representatives of any such person
    against all costs, charges and expenses, including an amount paid to settle an
    action or satisfy a judgment, actually and reasonably incurred by him or them
    including an amount paid to settle an action or satisfy a judgment inactive
    criminal or administrative action or proceeding to which he is or they are
    made a party by reason of his or her being or having been a director of our
    company or a director of such corporation, including an action brought by us
    or another corporation. Each director of our company on being elected or
    appointed is deemed to have contracted with our company on the terms of the
    foregoing indemnity;
    <LI>
    <p style="margin-top: 12">our directors may cause our company to indemnify an officer, employee or
    agent of our company or of a corporation of which our company is or was a
    shareholder (notwithstanding that he is also a director of our company), and
    his or her heirs and personal representatives against all costs, charges and
    expenses incurred by him or them and resulting from his or her acting as an
    officer, employee or agent of our company or another corporation. In addition
    we must indemnify the Secretary or an Assistance Secretary of our company (if
    he is not a full time employee of our company and notwithstanding that he is
    also a director of our company), and his or her respective heirs and legal
    representatives against all costs, charges and expenses incurred by him or
    them and arising out of the functions assigned to the Secretary by the Nevada
    corporate law, or our articles of incorporation and each such Secretary and
    Assistant Secretary, on being appointed is deemed to have contracted with our
    company on the terms of the foregoing indemnity; and </LI></UL>
  <P align=justify>Our directors may cause our company to purchase and maintain
  insurance for the benefit of a person who is or was serving as a director,
  officer, employee or agent of our company or as a director, officer, employee or
  agent of a corporation of which our company is or was a shareholder and his or
  her heirs or personal representatives against a liability incurred by him as a
  director, officer, employee or agent. </P>
  <P align=justify><B>Item 7. Exemption from Registration Claimed.</B> </P>
  <P align=justify>We issued the restricted securities to be reoffered and resold
  pursuant to this registration statement to our directors and executive officers
  relying on exemptions from registration provided by Section 4(2) and/or
  Regulation D of the Securities Act of 1933.. </P>
  <P align=justify><B>Item 8. Exhibits.</B> </P>
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  cellSpacing=0 cellPadding=0 width="100%" border=0>
  
    <TR vAlign=top>
      <TD vAlign=bottom align=left >Exhibit Number </TD>
      <TD vAlign=bottom align=left width="2%"  ></TD>
      <TD vAlign=bottom align=left width="92%">Description </TD></TR>
    <TR vAlign=top>
      <TD vAlign=bottom align=left bgColor=#eeeeee ><B>(4)</B> </TD>
      <TD vAlign=bottom align=left width="2%"  bgColor=#eeeeee
      >&nbsp;</TD>
      <TD vAlign=bottom align=left width="92%" bgColor=#eeeeee><B>Instruments
        Defining the Rights of Security Holders, including Indentures</B> </TD></TR>
    <TR vAlign=top>
      <TD vAlign=bottom align=left ><a href="exhibit4-1.htm">4.1* </a> </TD>
      <TD vAlign=bottom align=left width="2%"
      >&nbsp;</TD>
      <TD vAlign=bottom align=left width="92%"><a href="exhibit4-1.htm">2010 Equity Compensation Plan
      </a>
    </TD></TR>
    <TR vAlign=top>
      <TD vAlign=bottom align=left bgColor=#eeeeee ><B>(5.1)</B> </TD>
      <TD vAlign=bottom align=left width="2%"  bgColor=#eeeeee
      >&nbsp;</TD>
      <TD vAlign=bottom align=left width="92%" bgColor=#eeeeee>
      <B>Opinion
        regarding Legality</B> </TD></TR>
    <TR vAlign=top>
      <TD vAlign=bottom align=left ><a href="exhibit5-1.htm">5.1*</a> </TD>
      <TD vAlign=bottom align=left width="2%"
      >&nbsp;</TD>
      <TD vAlign=bottom align=left width="92%"><a href="exhibit5-1.htm">Opinion of W.L. Macdonald Law
        Corporation regarding the legality of the securities being registered </a>
    </TD></TR>
    <TR vAlign=top>
      <TD vAlign=bottom align=left bgColor=#eeeeee ><B>(23)</B> </TD>
      <TD vAlign=bottom align=left width="2%"  bgColor=#eeeeee
      >&nbsp;</TD>
      <TD vAlign=bottom align=left width="92%" bgColor=#eeeeee>
      <B>Consents of
        Experts and Counsel</B> </TD></TR>
    <TR vAlign=top>
      <TD vAlign=bottom align=left ><a href="exhibit23-1.htm">23.1* </a> </TD>
      <TD vAlign=bottom align=left width="2%"
      >&nbsp;</TD>
      <TD vAlign=bottom align=left width="92%"><a href="exhibit23-1.htm">Consent of Chang Lee LLP
        Chartered Accountants </a> </TD></TR>
    <TR vAlign=top>
      <TD vAlign=bottom align=left bgColor=#eeeeee ><a href="exhibit5-1.htm">23.2*
      </a> </TD>
      <TD vAlign=bottom align=left width="2%"  bgColor=#eeeeee
      >&nbsp;</TD>
      <TD vAlign=bottom align=left width="92%" bgColor=#eeeeee>
      <a href="exhibit5-1.htm">Consent of W.L.
        Macdonald Law Corporation (included in Exhibit 5.1) </a> </TD></TR></TABLE>
  <P align=justify>*Filed herewith. </P>
  <P align=center>22</P>
  <HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
  noShade SIZE=5>
  <!--$$/page=--><A name=page_23></A>
  <P align=justify><B>Item 9. Undertakings.</B> </P>
  <P align=justify>The undersigned registrant hereby undertakes: </P>
  <P style="MARGIN-LEFT: 5%" align=justify>1. To file, during any period in which
  offers or sales are being made, a post-effective amendment to this registration
  statement: </P>
  <P style="MARGIN-LEFT: 10%" align=justify>i. To include any prospectus required
  by section 10(a)(3) of the Securities Act of 1933; </P>
  <P style="MARGIN-LEFT: 10%" align=justify>ii. To reflect in the prospectus any
  facts or events arising after the effective date of the registration statement
  (or the most recent post-effective amendment thereof) which, individually or in
  the aggregate, represent a fundamental change in the information in the
  registration statement. Notwithstanding the foregoing, any increase or decrease
  in volume of securities offered (if the total dollar value of securities offered
  would not exceed that which was registered) and any deviation from the low or
  high end of the estimated maximum offering range may be reflected in the form of
  prospectus filed with the Securities and Exchange Commission pursuant to Rule
  424(b) if, in the aggregate, the changes in volume and price represent no more
  than 20% change in the maximum aggregate offering price set forth in the
  &#147;Calculation of Registration Fee&#148; table in the effective registration statement;
  and </P>
  <P style="MARGIN-LEFT: 10%" align=justify>iii. To include any material
  information with respect to the plan of distribution not previously disclosed in
  the registration statement or any material change to such information in the
  registration statement; </P>
  <P style="MARGIN-LEFT: 10%" align=justify>Provided however, that paragraphs
  (1)(i) and (1)(ii) do not apply if the information required to be included in a
  post-effective amendment by those paragraphs is contained in reports filed with
  or furnished to the Securities and Exchange Commission by the registrant
  pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
  that are incorporated by reference in the registration statement </P>
  <P style="MARGIN-LEFT: 5%" align=justify>2. That, for the purpose of determining
  any liability under the Securities Act of 1933, each such post-effective
  amendment shall be deemed to be a new registration statement relating to the
  securities offered therein, and the offering of such securities at that time
  shall be deemed to be the initial bona fide offering thereof; and </P>
  <P style="MARGIN-LEFT: 5%" align=justify>3. To remove from registration by means
  of a post-effective amendment any of the securities being registered which
  remain unsold at the termination of the offering. </P>
  <P align=justify>The undersigned registrant hereby undertakes that, for purposes
  of determining any liability under the Securities Act of 1933, each filing of
  the registrant's annual report pursuant to section 13(a) or section 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof. </P>
  <P align=justify>Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the registrant pursuant to the foregoing provisions, or otherwise,
  the registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Securities Act of 1933 and is, therefore, unenforceable. In the event
  that a claim for indemnification against such liabilities (other than the
  payment by the registrant of expenses incurred or paid by a director, officer or
  controlling person of the registrant in the successful defense of any action,
  suit or proceeding) is asserted by such director, officer or controlling person
  in connection with the securities being registered, the registrant will, unless
  in the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in the Securities
  Act of 1933 and will be governed by the final adjudication of such issue. </P>
  <P align=center>23</P>
  <HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
  noShade SIZE=5>
  <!--$$/page=--><A name=page_24></A>
  <P align=center><B>SIGNATURES</B> </P>
  <P align=justify>Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Vancouver, Province of British Columbia, Canada,
  on June 29, 2011. </P>
  <P align=justify><B>LEXARIA CORP.</B> </P>
  <P align=justify>By: </P>
  <P align=justify><u>/s/ Christopher Bunka <br>
  </u>Christopher Bunka
  <BR>President, Chief Executive Officer and Director<BR>(Principal Executive
  Officer) <BR></P>
  <P align=justify>Pursuant to the requirements of the Securities Act of 1933,
  this registration statement has been signed by the following persons in the
  capacities and on the date indicated. </P>
  <P align=justify><u><i>/s/ </i>Christopher Bunka </u><BR>Christopher Bunka
  <BR>President, Chief Executive Officer and Director<BR>Date: June 29,
  2011 <BR></P>
  <P align=justify><u>/s/ Bal Bhullar<br>
  </u>Bal Bhullar
  <BR>Chief Financial Officer and Director <BR>(Principal Financial Officer)
  <BR>Date: June 29, 2011 <BR></P>
  <P align=justify><u>/s/ Dr. David
  DeMartini <br>
  </u>Dr. David
  DeMartini <BR>Director<BR>Date: June 29, 2011 </P>
  <P align=center>24<BR></P>
  <HR align=center width="100%" color=black noShade SIZE=5>
  
  </BODY>
  
  </HTML>
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "forms8.htm", "description": "S-8", "secsgml_size_bytes": 109420}]
metadata_filer: {"company-data": {"conformed-name": "LEXARIA CORP.", "cik": "0001348362", "assigned-sic": "1000", "irs-number": "202000871", "state-of-incorporation": "NV", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-175385", "film-number": "11955702"}, "business-address": {"phone": "604-602-1675"}, "mail-address": {"street1": "SUITE 604 - 700 WEST PENDER STREET", "city": "VANCOUVER", "state": "A1", "zip": "V6C 1G8"}, "former-company": {"former-conformed-name": "Lexaria Corp.", "date-changed": "20051229"}}
text: Lexaria Corp.: Form S8 - Filed by newsfilecorp.com
  UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION
  Washington, D.C. 20549
  FORM S-8
  REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  LEXARIA CORP.
  (Exact name
  of registrant as specified in its charter)
  Nevada
  20-200081
  (State or other jurisdiction of incorporation or
  (I.R.S. Employer Identification No.)
  organization)
  #950 – 1130 West Pender Street,
  Vancouver, British
  Columbia V6E 4A4, Canada
  Telephone: (604) 602-1675
  (Address of Principal Executive Offices) (Zip Code)
  2010 Equity Compensation Plan
  (Full
  title of the plan)
  Nevada Agency and Transfer Company
  50 West Liberty
  Street, Suite 880
  Reno, Nevada 89501
  Telephone: (775)
  322-5623
  (Name and address of agent for service)
  (775) 322-5623
  (Telephone number, including
  area code, of agent for service)
  Copies of all communications to:
  W.L. Macdonald Law Corporation
  Attention: William
  L. Macdonald
  Suite 400 – 570 Granville Street
  Vancouver,
  British Columbia V6C 3P1, Canada
  Telephone: (604) 689-1022
  Facsimile: (604) 681-4760
  Indicate by check mark whether the registrant is a large
  accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
  reporting company. See the definitions of "large accelerated filer,"
  "
  accelerated
  filer" and smaller reporting company" in Rule 12b-2 of the Exchange
  Act.
  Large accelerated filer [  ]
  Accelerated filer [  ]
  Non-accelerated filer [  ]
  (Do not check if a smaller reporting company)
  Smaller reporting company [X]
  1
  CALCULATION OF REGISTRATION FEE
  Title of securities to
  be registered
  Amount to be
  registered
  (1)
  Proposed
  maximum
  offering
  price per share
  (3),(4)
  Proposed
  maximum
  aggregate
  offering price
  (3),(4)
  Amount of
  registration
  fee
  (4)
  Common Stock
  1,800,000
  (2)
  $
  0.30
  $
  540,000
  $
  62.69
  Total
  1,800,000
  $
  0.30
  $
  540,000
  $
  62.69
  (1)
  An indeterminate number of additional shares of common
        stock shall be issuable pursuant to Rule 416 under the Securities Act of
        1933 to prevent dilution resulting from stock splits, stock dividends or
        similar transactions and in such an event the number of shares registered
        shall automatically be increased to cover the additional shares in
        accordance with Rule 416.
  (2)
  Consists of up to 1,800,000 shares of our common stock
        issued or issuable pursuant to our 2010 equity compensation plan. Our 2010
        equity compensation plan provides for the grant of stock options, stock
        awards, or restricted stock purchase offers to acquire a maximum of
        1,800,000 shares of our common stock. All of the shares issued or issuable
        under our 2010 equity compensation plan are being registered under this
        registration statement on Form S-8.
  (3)
  Estimated in accordance with Rule 457(h) under the
        Securities Act of 1933 solely for the purpose of computing the amount of
        the registration fee.
  (4)
  Based on the average of the last reported bid and ask
        price per share ($0.30 bid; $0.30 ask) for the registrant's common stock
        on June 28, 2011, as reported by the Financial Industry Regulatory
        Authority's OTC Bulletin Board.
  EXPLANATORY NOTE
  We prepared this registration statement in accordance with the
  requirements of Form S-8 under the Securities Act of 1933, to register an
  aggregate of 1,800,000 shares of our common stock that are issued or issuable
  pursuant to stock options granted and to be granted under our 2010 equity
  compensation plan. The purpose of our 2010 equity compensation plan is to
  enhance the long-term stockholder value of our company by offering opportunities
  to our directors, officers, employees and eligible consultants to acquire and
  maintain stock ownership in our company in order to give these persons the
  opportunity to participate in our growth and success, and to encourage them to
  remain in our service.
  Under cover of this registration statement on Form S-8 is our
  reoffer prospectus prepared in accordance with Part I of Form S-3 under the
  Securities Act of 1933 (in accordance with Section C of the General Instructions
  to Form S-8). The reoffer prospectus may be used for reoffers and resales of up
  to an aggregate of 1,125,000"restricted securities" and/or "control securities"
  (as such terms are defined in Form S-8) issued or issuable upon exercise of the
  stock options granted pursuant to our 2010 equity compensation plan on a
  continuous or delayed basis in the future.
  2
  Part I
  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  Item 1. Plan Information.*
  Item 2. Registrant Information and Employee Plan Annual
  Information.*
  * The document(s) containing the information specified in Part
  I of Form S-8 will be sent or given to participants in our 2010 equity
  compensation plan as specified by Rule 428(b)(1) under the Securities Act of
  1933. Such documents are not being filed with the Securities and Exchange
  Commission, but constitute, along with the documents incorporated by reference
  into this registration statement, a prospectus that meets the requirements of
  Section 10(a) of the Securities Act of 1933.
  3
  Reoffer Prospectus
  1,125,000
  Lexaria Corp.
  Common Stock
  _________________________________
  The selling stockholders identified in this reoffer prospectus
  may offer and sell up to 1,125,000 of our common stock issued or issuable upon
  exercise of stock options. We granted the stock options to such selling
  stockholders pursuant to our 2010 equity compensation plan.
  The selling stockholders may sell all or a portion of the
  shares being offered pursuant to this reoffer prospectus at fixed prices, at
  prevailing market prices at the time of sale, at varying prices or at negotiated
  prices.
  The selling stockholders and any brokers executing selling
  orders on their behalf may be deemed to be "underwriters" within the meaning of
  the Securities Act of 1933, in which event commissions received by such brokers
  may be deemed to be underwriting commissions under the Securities Act of 1933.
  We will not receive any proceeds from the sale of the shares of
  our common stock by the selling stockholders. We may, however, receive proceeds
  upon exercise of the stock options by the selling stockholders. We will pay for
  expenses of this offering, except that the selling stockholders will pay any
  broker discounts or commissions or equivalent expenses and expenses of their
  legal counsel applicable to the sale of their shares.
  Our common stock is quoted on the Financial Industry Regulatory
  Authority's OTC Bulletin Board under the symbol "LXRP" and on the Canadian
  National Stock Exchange under the symbol "LXX". On June 28, 2011, the closing
  price of our common stock on the OTC Bulletin Board was $0.30 per share and on
  the Canadian National Stock Exchange was $0.40.
  _________________________________
  Investing in our common stock involves risks. See "Risk
  Factors" beginning on page 7.
  _________________________________
  Neither the Securities and Exchange Commission nor any state
  securities commission has approved or disapproved of these securities or
  determined if this prospectus is truthful or complete. Any representation to the
  contrary is a criminal offense.
  _________________________________
  The date of this reoffer prospectus is June 29, 2011.
  4
  Table of Contents
  Page Number
  Prospectus
        Summary
  6
  Risk Factors
  7
  Forward-Looking
        Statements
  12
  The Offering
  13
  Use of
        Proceeds
  13
  Determination of Offering
        Price
  13
  Selling
        Stockholders
  13
  Plan of Distribution
  15
  Experts and
        Counsel
  17
  Interest of Named Experts and
        Counsel
  17
  Material
        Changes
  17
  Incorporation of Certain Information
        by Reference
  17
  Where You Can Find
        More Information
  18
  5
  In this reoffer prospectus, unless otherwise specified, all
  dollar amounts are expressed in United States dollars and all references to
  "common shares" refer to the common shares in our capital stock. As used in this
  reoffer prospectus, unless otherwise specified, the terms "we", "us", "our" mean
  Lexaria Corp., a Nevada corporation and/or our wholly-owned subsidiaries, where
  applicable.
  Prospectus Summary
  Our Business
  We were incorporated in the State of Nevada on December 9,
  2004. We are an exploration and development stage oil and gas company currently
  engaged in the exploration for and development of petroleum and natural gas in
  North America. We are currently generating revenues from our business operations
  in Mississippi. Our business plan is to focus on the development of the Belmont
  Lake oil field, in which we have working interests, in order to maximize cash
  flow and use excess cash flow to pay debt and conduct additional development
  well drilling. Eventually, if cash flows are strong enough, we intend to explore
  for additional oil and gas by way of our existing 60% interest option to drill
  38 exploratory wells. To accomplish this, we intend to focus on development
  drilling first. We are not currently the operator of any of our properties and
  will consider becoming the operator only when our financial conditions have
  improved sufficiently.
  We currently own a 32% gross working interest in 13 wells; a
  40% working interest in wells PP F-12-4 and PP F-12-5; a 45% gross working
  interest in 7 wells; and a 60% gross working interest in 43 wells (of which 38
  remain to be drilled); all located in Mississippi under various agreements with
  Griffin and Griffin Exploration, L.L.C. The most significant of these wells are
  the producing oil wells PP F-12-1, PP F-12-3, PP F-12-4, and PP F-12-5 located
  within the Belmont Lake oil field which is itself located in the Palmetto Point
  region. The Belmont Lake oil field is onshore, as are all of our wells, but
  located in a flood plain of the Mississippi River which forces seasonal
  constraints on certain field activities. We also have an interest in one
  producing gas well, the PP F-29, but because the gas from this well is consumed
  by field operations it is deemed to be of no commercial value. Except for this
  and the four oil wells noted immediately above, we have no other producing
  wells.
  We generated revenues of $362,471 during our year ended October
  31 2010, revenues of $646,447 during the six month period ending April 3030,
  2011, and revenues of $316,284 during the three months ending April 30, 2011.
  Such revenues were derived from sales of oil. We incurred a net loss of $552,462
  during the year ended October 31, 2010 and a net loss of $285,945 during the
  six-month period ended April 30, 2011. We anticipate that we will continue to
  incur losses until we are able to increase our revenues from operations, and
  there can be no assurance that we will ever be able to do so. In their report on
  our financial statements for the year ended October 31, 2010, our independent
  auditors included an explanatory paragraph expressing concern about our ability
  to continue as a going concern.
  Our principal offices are located at Suite 950, 1130 West
  Pender Street, Vancouver, British Columbia V6E 4A4. Our telephone number is
  (604) 602-1675.
  The Offering
  The selling stockholders identified in this reoffer prospectus
  may offer and sell up to 1,125,000 shares of our common stock issued or issuable
  upon exercise of stock options. We granted the stock options to such selling
  stockholders pursuant to our 2010 equity compensation plan.
  The selling stockholders may sell all or a portion of the
  shares being offered pursuant to this reoffer prospectus at fixed prices, at
  prevailing market prices at the time of sale, at varying prices or at negotiated
  prices.
  Number of Shares Outstanding
  There were 15,139,659 shares of our common stock issued and
  outstanding as at June 29, 2011.
  6
  Use of Proceeds
  We will not receive any proceeds from the sale of any shares of
  our common stock by the selling stockholders. We may, however, receive proceeds
  upon exercise of the stock options by the selling stockholders. If we receive
  proceeds upon exercise of these stock options, we intend to use these proceeds
  for working capital and general corporate purposes.
  Risk Factors
  An investment in our common stock involves a number of very
  significant risks. You should carefully consider the following risks and
  uncertainties in addition to other information in this prospectus in evaluating
  our company and our business. Our business, operating results and financial
  condition could be seriously harmed as a result of the occurrence of any of the
  following risks. You could lose all or part of your investment due to any of
  these risks. You should invest in our common stock only if you can afford to
  lose your entire investment.
  We have had negative cash flows from operations.
  To date we have had negative cash flows from operations and we
  have been dependent on sales of our equity securities and debt financing to meet
  our cash requirements and have incurred losses totaling approximately $285,945
  for the six month period ending April 30, 2011, and cumulative losses of
  $4,210,337 to April 30, 2011. As of April 30, 2011 we had deficit in working
  capital of $676,849 as a result of past financing activities. We do expect
  positive cash flow from operations at some point; however there is no assurance
  that actual cash requirements will not exceed our estimates, or that our sales
  projections will be realized as estimated. In particular, additional capital may
  be required in the event that:
  drilling and completion costs for further wells increase beyond our
    expectations; or
  commodity prices for our production decline beyond our expectations; or
  production levels do not meet our expectations; or
  we incur higher well plug and abandonment costs than currently expected;
    or
  we encounter greater costs associated with general and administrative
    expenses or offering costs.
  The occurrence of any of the aforementioned events could
  adversely affect our ability to meet our business plans.
  We will depend almost exclusively on outside capital to pay for
  the continued exploration and development of our properties. Such outside
  capital may include the sale of additional stock and/or commercial borrowing.
  Capital may not continue to be available if necessary to meet these continuing
  development costs or, if the capital is available, that it will be on terms
  acceptable to us. The issuance of additional equity securities by us would
  result in a significant dilution in the equity interests of our current
  stockholders. Obtaining commercial loans, assuming those loans would be
  available, will increase our liabilities and future cash commitments.
  If we are unable to obtain financing in the amounts and on
  terms deemed acceptable to us, we may be unable to continue our business and as
  a result may be required to scale back or cease operations for our business, the
  result of which would be that our stockholders would lose some or all of their
  investment.
  A decline in the price of our common stock could affect our
  ability to raise further working capital and adversely impact our operations.
  A prolonged decline in the price of our common stock could
  result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because
  our operations have been primarily financed through the sale of equity
  securities, a decline in the price of our common stock could be especially
  detrimental to our liquidity and our continued operations. Any reduction in our
  ability to raise equity capital in the future would force us to reallocate funds
  from other planned uses and would have a significant negative effect on our
  business plans and operations, including our ability to develop new products and
  continue our current operations. If our stock price declines, we may not be able
  to raise additional capital or generate funds from operations sufficient to meet
  our obligations.
  7
  We have a history of losses and fluctuating operating
  results.
  From inception through to April 30, 2011, we have incurred
  aggregate losses of approximately $4,210,337. Our loss from operations for the
  six-month period ended April 30, 2011 was $285,945. There is no assurance that
  we will operate profitably or will generate positive cash flow in the future. In
  addition, our operating results in the future may be subject to significant
  fluctuations due to many factors not within our control, such as the
  unpredictability of world prices and market for oil and gas, the demand for our
  production, and the level of competition and general economic conditions. If we
  cannot generate positive cash flows in the future, or raise sufficient financing
  to continue our normal operations, then we may be forced to scale down or even
  close our operations. Until such time as we generate significant revenues, we
  expect an increase in development costs and operating costs. Consequently, we
  expect to continue to incur operating losses and negative cash flow until we
  receive significant commercial production from our properties.
  We have a limited operating history and if we are not
  successful in continuing to grow our business, then we may have to scale back or
  even cease our ongoing business operations.
  We have limited history of revenues from operations and have
  limited significant tangible assets. We have yet to generate positive earnings
  and there can be no assurance that we will ever operate profitably. The success
  of our company is significantly dependent on a successful acquisition, drilling,
  completion and production program. Our company's operations will be subject to
  all the risks inherent in the establishment of a developing enterprise and the
  uncertainties arising from the absence of a significant operating history. We
  may be unable to locate recoverable reserves, extract the reserves economically,
  and/or operate on a profitable basis.
  Trading of our stock may be restricted by the SEC's "Penny
  Stock" regulations, which may limit a stockholder's ability to buy and sell our
  stock.
  The U.S. Securities and Exchange Commission has adopted
  regulations which generally define "penny stock" to be any equity security that
  has a market price (as defined) less than $5.00 per share or an exercise price
  of less than $5.00 per share, subject to certain exceptions. Our securities are
  covered by the penny stock rules, which impose additional sales practice
  requirements on broker-dealers who sell to persons other than established
  customers and "accredited investors." The term "accredited investor" refers
  generally to institutions with assets in excess of $5,000,000 or individuals
  with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or
  $300,000 jointly with their spouse. The penny stock rules require a
  broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
  the rules, to deliver a standardized risk disclosure document in a form prepared
  by the SEC, which provides information about penny stocks and the nature and
  level of risks in the penny stock market. The broker-dealer also must provide
  the customer with current bid and offer quotations for the penny stock, the
  compensation of the broker-dealer and its salesperson in the transaction and
  monthly account statements showing the market value of each penny stock held in
  the customer's account. The bid and offer quotations, and the broker-dealer and
  salesperson compensation information, must be given to the customer orally or in
  writing prior to effecting the transaction and must be given to the customer in
  writing before or with the customer's confirmation. In addition, the penny stock
  rules require that prior to a transaction in a penny stock not otherwise exempt
  from these rules, the broker-dealer must make a special written determination
  that the penny stock is a suitable investment for the purchaser and receive the
  purchaser's written agreement to the transaction. These disclosure requirements
  may have the effect of reducing the level of trading activity in the secondary
  market for the stock that is subject to these penny stock rules. Consequently,
  these penny stock rules may affect the ability of broker-dealers to trade our
  securities. We believe that the penny stock rules discourage investor interest
  in and limit the marketability of, our common stock.
  8
  The Financial Industry Regulatory Authority, or FINRA, has
  adopted sales practice requirements which may also limit a stockholder's ability
  to buy and sell our stock.
  In addition to the "penny stock" rules described above, FINRA
  has adopted rules that require that in recommending an investment to a customer,
  a broker-dealer must have reasonable grounds for believing that the investment
  is suitable for that customer. Prior to recommending speculative low priced
  securities to their non-institutional customers, broker-dealers must make
  reasonable efforts to obtain information about the customer's financial status,
  tax status, investment objectives and other information. Under interpretations
  of these rules, FINRA believes that there is a high probability that speculative
  low priced securities will not be suitable for at least some customers. FINRA
  requirements make it more difficult for broker-dealers to recommend that their
  customers buy our common stock, which may limit your ability to buy and sell our
  stock and have an adverse effect on the market for our shares.
  Trading in our common shares on the OTC Bulletin Board is
  limited and sporadic making it difficult for our shareholders to sell their
  shares or liquidate their investments.
  Our common shares are currently listed for public trading on
  the OTC Bulletin Board. The trading price of our common shares has been subject
  to wide fluctuations. Trading prices of our common shares may fluctuate in
  response to a number of factors, many of which will be beyond our control. The
  stock market has generally experienced extreme price and volume fluctuations
  that have often been unrelated or disproportionate to the operating performance
  of companies with no current business operation. There can be no assurance that
  trading prices and price earnings ratios previously experienced by our common
  shares will be matched or maintained. These broad market and industry factors
  may adversely affect the market price of our common shares, regardless of our
  operating performance.
  In the past, following periods of volatility in the market
  price of a company's securities, securities class-action litigation has often
  been instituted. Such litigation, if instituted, could result in substantial
  costs for us and a diversion of management's attention and resources.
  Because of the early stage of development and the nature of
  our business, our securities are considered highly speculative.
  Our securities must be considered highly speculative, generally
  because of the nature of our business and the early stage of its development. We
  have largely been engaged in the business of exploring and until only recently
  attempting to develop commercial reserves of oil and gas. Only our Mississippi
  properties have commenced production. Accordingly, we have generated revenues
  but we have not realized a profit from our operations to date and there is
  little likelihood that we will generate significant revenues or realize any
  profits in the short term. Any profitability in the future from our business
  will be dependent upon attaining adequate levels of internally generated
  revenues through locating and developing economic reserves of oil and gas, which
  itself is subject to numerous risk factors as set forth herein. Since we have
  not generated significant revenues, we will have to raise additional monies
  through either securing industry reserve based debt financing, or the sale of
  our equity securities or debt, or combinations of the above in order to continue
  our business operations.
  As our properties are in the exploration and early
  development stage there can be no assurance that we will establish commercial
  discoveries and/or profitable production programs on these properties.
  Exploration for economic reserves of oil and gas is subject to
  a number of risk factors. Few properties that are explored are ultimately
  developed into producing oil and/or gas wells. Our Mississippi properties are in
  the production and development stages only.
  The potential profitability of oil and gas ventures depends
  upon factors beyond the control of our company.
  The potential profitability of oil and gas properties is
  dependent upon many factors beyond our control. For instance, world prices and
  markets for oil and gas are unpredictable, highly volatile, potentially subject
  to governmental fixing, pegging, controls, or any combination of these and other
  factors, and respond to changes in domestic, international, political, social,
  and economic environments. Additionally, due to worldwide economic uncertainty, the availability and cost of funds for production and other
  expenses have become increasingly difficult, if not impossible, to project.
  These changes and events may materially affect our financial performance.
  9
  Adverse weather conditions can also hinder drilling operations.
  A productive well may become uneconomic in the event water or other deleterious
  substances are encountered which impair or prevent the production of oil and/or
  gas from the well. In addition, production from any well may be unmarketable if
  it is impregnated with water or other deleterious substances. The marketability
  of oil and gas, which may be acquired or discovered, will be affected by
  numerous factors beyond our control. These factors include the proximity and
  capacity of oil and gas pipelines and processing equipment, market fluctuations
  of prices, taxes, royalties, land tenure, allowable production and environmental
  protection. These factors cannot be accurately predicted and the combination of
  these factors may result in our company not receiving an adequate return on
  invested capital.
  Competition in the oil and gas industry is highly
  competitive and there is no assurance that we will be successful in
  acquiring the leases.
  The oil and gas industry is intensely competitive. We compete
  with numerous individuals and companies, including many major oil and gas
  companies, which have substantially greater technical, financial and operational
  resources and staff. Accordingly, there is a high degree of competition for
  desirable oil and gas leases, suitable properties for drilling operations and
  necessary drilling equipment, as well as for access to funds. We cannot predict
  if the necessary funds can be raised or that any projected work will be
  completed. Our budget does not anticipate the potential acquisition of
  additional acreage in Mississippi although this may change at any time without
  notice. This acreage may not become available or if it is available for leasing,
  that we may not be successful in acquiring the leases. There are other
  competitors that have operations in these areas and the presence of these
  competitors could adversely affect our ability to acquire additional leases.
  The marketability of natural resources will be affected by
  numerous factors beyond our control, which may result in us not receiving an
  adequate return on invested capital to be profitable or viable.
  The marketability of natural resources, which may be acquired
  or discovered by us, will be affected by numerous factors beyond our control.
  These factors include market fluctuations in oil and gas pricing and demand, the
  proximity and capacity of natural resource markets and processing equipment,
  governmental regulations, land tenure, land use, regulation concerning the
  importing and exporting of oil and gas and environmental protection regulations.
  The exact effect of these factors cannot be accurately predicted, but the
  combination of these factors may result in us not receiving an adequate return
  on invested capital to be profitable or viable.
  Oil and gas operations are subject to comprehensive
  regulation, which may cause substantial delays or require capital outlays in
  excess of those anticipated causing an adverse effect on our company.
  Oil and gas operations are subject to federal, state, and local
  laws relating to the protection of the environment, including laws regulating
  removal of natural resources from the ground and the discharge of materials into
  the environment. Oil and gas operations are also subject to federal, state, and
  local laws and regulations, which seek to maintain health and safety standards
  by regulating the design and use of drilling methods and equipment. Various
  permits from government bodies are required for drilling operations to be
  conducted; no assurance can be given that such permits will be received.
  Environmental standards imposed by federal, provincial, or local authorities may
  be changed and any such changes may have material adverse effects on our
  activities. Moreover, compliance with such laws may cause substantial delays or
  require capital outlays in excess of those anticipated, thus causing an adverse
  effect on us. Additionally, we may be subject to liability for pollution or
  other environmental damages, which it may elect not to insure against due to
  prohibitive premium costs and other reasons. To date we have not been required
  to spend any material amount on compliance with environmental regulations.
  However, we may be required to do so in future and this may affect our ability
  to expand or maintain our operations.
  Exploration and production activities are subject to certain
  environmental regulations, which may prevent or delay the commencement or
  continuance of our operations.
  In general, our exploration and production activities are
  subject to certain federal, state and local laws and regulations relating to environmental quality and pollution
  control. Such laws and regulations increase the costs of these activities and
  may prevent or delay the commencement or continuance of a given operation.
  Compliance with these laws and regulations has not had a material effect on our
  operations or financial condition to date. Specifically, we are subject to
  legislation regarding emissions into the environment, water discharges and
  storage and disposition of hazardous wastes. In addition, legislation has been
  enacted which requires well and facility sites to be abandoned and reclaimed to
  the satisfaction of state authorities. However, such laws and regulations are
  frequently changed and we are unable to predict the ultimate cost of compliance.
  Generally, environmental requirements do not appear to affect us any differently
  or to any greater or lesser extent than other companies in the industry.
  10
  We believe that our operations comply, in all material
  respects, with all applicable environmental regulations.
  Our operating partners maintain insurance coverage customary to
  the industry; however, we are not fully insured against all possible
  environmental risks.
  Exploratory and development drilling involves many risks and
  we may become liable for pollution or other liabilities, which may have an
  adverse effect on our financial position.
  Drilling operations generally involve a high degree of risk.
  Hazards such as unusual or unexpected geological formations, power outages,
  labor disruptions, blow-outs, sour gas leakage, fire, inability to obtain
  suitable or adequate machinery, equipment or labour, and other risks are
  involved. We may become subject to liability for pollution or hazards against
  which it cannot adequately insure or which it may elect not to insure. Incurring
  any such liability may have a material adverse effect on our financial position
  and operations.
  Any change to government regulation/administrative practices
  may have a negative impact on our ability to operate and our profitability.
  The laws, regulations, policies or current administrative
  practices of any government body, organization or regulatory agency in the
  United States, Canada, or any other jurisdiction, may be changed, applied or
  interpreted in a manner which will fundamentally alter the ability of our
  company to carry on our business.
  The actions, policies or regulations, or changes thereto, of
  any government body or regulatory agency, or other special interest groups, may
  have a detrimental effect on us. Any or all of these situations may have a
  negative impact on our ability to operate and/or our profitably.
  Our By-laws contain provisions indemnifying our officers and
  directors against all costs, charges and expenses incurred by them.
  Our By-laws contain provisions with respect to the
  indemnification of our officers and directors against all costs, charges and
  expenses, including an amount paid to settle an action or satisfy a judgment,
  actually and reasonably incurred by him, including an amount paid to settle an
  action or satisfy a judgment in a civil, criminal or administrative action or
  proceeding to which he is made a party by reason of his being or having been one
  of our directors or officers.
  Investors' interests in our company will be diluted and
  investors may suffer dilution in their net book value per share if we issue
  additional shares or raise funds through the sale of equity securities.
  Our constating documents authorize the issuance of 200,000,000
  shares of common stock with a par value of $0.001. In the event that we are
  required to issue any additional shares or enter into private placements to
  raise financing through the sale of equity securities, investors' interests in
  our company will be diluted and investors may suffer dilution in their net book
  value per share depending on the price at which such securities are sold. If we
  issue any such additional shares, such issuances also will cause a reduction in
  the proportionate ownership and voting power of all other shareholders. Further,
  any such issuance may result in a change in our control.
  11
  Our By-laws do not contain anti-takeover provisions, which
  could result in a change of our management and directors if there is a take-over
  of our company.
  We do not currently have a shareholder rights plan or any
  anti-takeover provisions in our By-laws. Without any anti-takeover provisions,
  there is no deterrent for a take-over of our company, which may result in a
  change in our management and directors.
  As a result of a majority of our directors and officers are
  residents of other countries other than the United States, investors may find it
  difficult to enforce, within the United States, any judgments obtained against
  our company or our directors and officers.
  Other than our operations offices in Vancouver and Kelowna,
  British Columbia, we do not currently maintain a permanent place of business
  within the United States. In addition, a majority of our directors and officers
  are nationals and/or residents of countries other than the United States, and
  all or a substantial portion of such persons' assets are located outside the
  United States. As a result, it may be difficult for investors to enforce within
  the United States any judgments obtained against our company or our officers or
  directors, including judgments predicated upon the civil liability provisions of
  the securities laws of the United States or any state thereof.
  Forward-Looking Statements
  This reoffer prospectus contains forward-looking statements.
  Forward-looking statements are projections of events, revenues, income, future
  economic performance or management's plans and objectives for future operations.
  In some cases, you can identify forward-looking statements by the use of
  terminology such as "may", "should", "expect", "plan", "anticipate", "believe",
  "estimate", "predict", "potential" or "continue" or the negative of these terms
  or other comparable terminology. Examples of forward-looking statements made in
  this prospectus include statements about:
  the performance characteristics of our oil and gas properties; oil and
    natural gas production levels; the size of the oil and natural gas reserves;
  our projections of market prices and costs;
  supply and demand for oil and natural gas;
  our expectations regarding the ability to raise capital and to continually
    add to reserves through
  our acquisitions and development;
  our future funds from operations;
  our capital programs;
  our debt levels;
  our future royalty rates;
  our future depletion, depreciation and accretion rates;
  our treatment under governmental regulatory regimes and tax laws; and
  our capital expenditure programs.
  These statements are only predictions and involve known and
  unknown risks, uncertainties and other factors, including:
  General economic and business conditions,
  Exposure to market risks in our financial instruments,
  Fluctuations in worldwide prices and demand for oil and gas,
  Fluctuations in the levels of our exploration and development activities,
  Risks associated with oil and gas exploration and development activities,
  Competition in the oil and gas industry,
  Regulatory uncertainties and potential environmental liabilities, and
  The risks in the section of this prospectus entitled "Risk Factors",
  12
  any of which may cause our company's or our industry's actual
  results, levels of activity, performance or achievements to be materially
  different from any future results, levels of activity, performance or
  achievements expressed or implied by these forward-looking statements.
  While these forward-looking statements and any assumptions upon
  which they are based are made in good faith and reflect our current judgment
  regarding the direction of our business, actual results will almost always vary,
  sometimes materially, from any estimates, predictions, projections, assumptions
  or other future performance suggested herein. Except as required by applicable
  law, including the securities laws of the United States and Canada, we do not
  intend to update any of the forward-looking statements to conform these
  statements to actual results.
  The Offering
  The selling stockholders identified in this reoffer prospectus
  may offer and sell up to 1,125,000 shares of our common stock issued or issuable
  upon exercise of stock options. We granted the stock options to such selling
  stockholders pursuant to our 2010 equity compensation plan.
  Use of Proceeds
  We will not receive any proceeds from the sale of the shares of
  our common stock by the selling stockholders. We may, however, receive proceeds
  upon exercise of the stock options granted to the selling stockholders. If we
  receive proceeds upon exercise of stock options, we intend to use these proceeds
  for working capital and general corporate purposes.
  Determination of Offering Price
  The selling stockholders may sell all or a portion of the
  shares being offered pursuant to this reoffer prospectus at fixed prices, at
  prevailing market prices at the time of sale, at varying prices or at negotiated
  prices.
  Selling Stockholders
  The selling stockholders may offer and sell, from time to time,
  any or all of shares of our common stock issued or issuable upon exercise of the
  stock options granted pursuant to our 2010 equity compensation plan.
  The following table sets forth certain information regarding
  the beneficial ownership of shares of common stock by the selling stockholders
  as of June 29, 2011 and the number of shares of our common stock being offered
  pursuant to this reoffer prospectus. We believe that the selling stockholders
  have sole voting and investment powers over their shares.
  Because the selling stockholders may offer and sell all or only
  some portion of the 1,125,000 shares of our common stock being offered pursuant
  to this reoffer prospectus, the numbers in the table below representing the
  amount and percentage of these shares of our common stock that will be held by
  the selling stockholders upon termination of the offering are only estimates
  based on the assumption that each selling stockholder will sell all of his
  shares of our common stock being offered in the offering.
  None of the selling stockholders is a broker-dealer or an
  affiliate of a broker-dealer. We may require the selling stockholders to suspend
  the sales of the shares of our common stock being offered pursuant to this
  reoffer prospectus upon the occurrence of any event that makes any statement in
  this reoffer prospectus or the related registration statement untrue in any
  material respect or that requires the changing of statements in those documents
  in order to make statements in those documents not misleading.
  13
  Name of
  Selling Stockholder
  Shares Owned
  by the
  Selling
        Stockholder
  before the
  Offering
  (1)
  Total Shares
  Offered
  in the
        Offering
  Number of Shares to Be Owned
  by Selling
        Stockholder and Percent of
  Total Issued and Outstanding
        Shares
  After the Offering
  (1)
  # of
  Shares
  (2)
  % of
  Class
  (2),(3)
  Christopher
        Bunka
  (4)
  6,028,007
  (5)
  500,000
  5,528,007
  36.51%
  Dr. David DeMartini
  (6)
  3,766,964
  (7)
  100,000
  3,666,964
  24.22%
  Bal Bhullar
  (8)
  431,250
  (9)
  300,000
  131,250
  *
  Steven Khan
  (10)
  25,000
  (11)
  25,000
  0
  *
  Ken Brooks
  (12)
  106,250
  (13)
  25,000
  0
  *
  Thomas Ihrke
  (14)
  547,178
  (15)
  175,000
  372,128
  2.46%
  Totals
  1,125,000
  Notes
  *
  Less than 1%.
  (1)
  Beneficial ownership is determined in
        accordance with Securities and Exchange Commission rules and generally
        includes voting or investment power with respect to shares of common
        stock. Shares of common stock subject to options, warrants and convertible
        preferred stock currently exercisable or convertible, or exercisable or
        convertible within 60 days, are counted as outstanding for computing the
        percentage of the person holding such options, warrants or convertible
        preferred stock but are not counted as outstanding for computing the
        percentage of any other person.
  (2)
  We have assumed that the selling stockholders
        will sell all of the shares being offered in this offering.
  (3)
  Based on 15,139,659 shares of our common stock
        issued and outstanding as of June 29, 2011. Shares of our common stock
        being offered pursuant to this reoffer prospectus by a selling stockholder
        are counted as outstanding for computing the percentage of that particular
        selling stockholder but are not counted as outstanding for computing the
        percentage of any other person.
  (4)
  Mr. Bunka is our President, Chief Executive
        Officer and a director of our company.
  (5)
  Represents 1,267,986 shares of common stock
        held directly by Mr. Bunka, 3,041,271 shares held in the name of C.A.B.
        Financial Services and 1,100,000 warrants held in the name of C.A.B.
        Financial Services, for which Chris Bunka is the sole beneficiary of the
        company. Mr. Bunka also holds a total of 618,750 stock options to acquire
        an aggregate of 618,750 shares of common stock, of which 500,000 stock
        options are being registered pursuant to this registration statement and
        such options are exercisable at $0.20 per share until January 20, 2015.
  (6)
  Dr. DeMartini is a director of our company.
  (7)
  Represents 3,281,250 shares of common stock and
        485,714 convertible debt warrants. We are registering 100,000 shares of
        common stock that Mr. DeMartini obtained through the exercise of stock
        options under our 2010 equity compensation plan.
  (8)
  Ms. Bhullar is our Chief Financial Officer and
        a director of our company.
  (9)
  Represents 41,250 shares of common stock,
        40,000 warrants and 350,000 stock options to acquire an aggregate of
        350,000 shares of common stock, of which 300,000 stock options are being
        registered pursuant to this registration statement and such options are
        exercisable at $0.20 per share until January 20, 2015.
  14
  (10)
  Mr. Khan is an Advisor to our Company.
  (11)
  Represents 0 shares of common stock and 25,000 stock
        options to acquire an aggregate of 25,000 shares of common stock, of which
        25,000 are exercisable at $0.20 per share until January 20,
  2015.
  (12)
  Mr. Brooks is a Advisor to our Company.
  (13)
  Represents 0 shares of common stock and 106,250 stock
        options to acquire an aggregate of 106,250 shares of common stock, of
        which 25,000 stock options are being registered pursuant to this
        registration statement and are exercisable at $0.20 per share until
        January 20, 2015.
  (14)
  Mr. Ihrke is a consultant of our Company.
  (15)
  Represents 250,385 shares of common stock, 78,043
        warrants and 218,750 stock options to acquire an aggregate of 218,750
        shares of common stock, of which 175,000 stock options are being
        registered pursuant to this registration statement. 25,000 options are
        exercisable at $0.20 per share until January 20, 2015 and 150,000 options
        are exercisable at $0.20 per share until August 16,
  2015.
  Plan of Distribution
  The selling stockholders may, from time to time, sell all or a
  portion of the shares of our common stock on any market upon which our common
  stock may be listed or quoted (currently Financial Industry Regulatory
  Authority's OTC Bulletin Board and the Canadian National Stock Exchange), in
  privately negotiated transactions or otherwise. Such sales may be at fixed
  prices prevailing at the time of sale, at prices related to the market prices or
  at negotiated prices. The shares of our common stock being offered for resale
  pursuant to this reoffer prospectus may be sold by the selling stockholders by
  one or more of the following methods, without limitation:
  1.
  block trades in which the broker or dealer so engaged
        will attempt to sell the shares of our common stock as agent but may
        position and resell a portion of the block as principal to facilitate the
        transaction;
  2.
  purchases by broker or dealer as principal and resale by
        the broker or dealer for its account pursuant to this reoffer
        prospectus;
  3.
  an exchange distribution in accordance with the rules of
        the exchange or quotation system;
  4.
  ordinary brokerage transactions and transactions in which
        the broker solicits purchasers;
  5.
  privately negotiated transactions;
  6.
  market sales (both long and short to the extent permitted
        under the federal securities laws);
  7.
  at the market to or through market makers or into an
        existing market for the shares;
  8.
  through transactions in options, swaps or other
        derivatives (whether exchange listed or otherwise); and
  9.
  a combination of any aforementioned methods of
      sale.
  In the event of the transfer by any of the selling stockholders
  of his shares of our common stock or stock options to any pledgee, donee or
  other transferee, we will amend this reoffer prospectus and the registration
  statement of which this reoffer prospectus forms a part by the filing of a
  post-effective amendment in order to have the pledgee, donee or other transferee
  in place of the selling stockholder who has transferred his shares.
  15
  In effecting sales, brokers and dealers engaged by the selling
  stockholders may arrange for other brokers or dealers to participate. Brokers or
  dealers may receive commissions or discounts from a selling stockholder or, if
  any of the broker-dealers act as an agent for the purchaser of such shares, from
  a purchaser in amounts to be negotiated which are not expected to exceed those
  customary in the types of transactions involved. Broker-dealers may agree with a
  selling stockholder to sell a specified number of the shares of our common stock
  at a stipulated price per share. Such an agreement may also require the
  broker-dealer to purchase as principal any unsold shares of our common stock at
  the price required to fulfill the broker-dealer commitment to the selling
  stockholder if such broker-dealer is unable to sell the shares on behalf of the
  selling stockholder. Broker-dealers who acquire shares of our common stock as
  principal may thereafter resell the shares of our common stock from time to time
  in transactions which may involve block transactions and sales to and through
  other broker-dealers, including transactions of the nature described above. Such
  sales by a broker-dealer could be at prices and on terms then prevailing at the
  time of sale, at prices related to the then-current market price or in
  negotiated transactions. In connection with such resale, the broker-dealer may
  pay to or receive from the purchasers of the shares commissions as described
  above.
  The selling stockholders and any broker-dealers or agents that
  participate with the selling stockholders in the sale of the shares of our
  common stock may be deemed to be "underwriters" within the meaning of the
  Securities Act of 1933 in connection with these sales. In that event, any
  commissions received by the broker-dealers or agents and any profit on the
  resale of the shares of common stock purchased by them may be deemed to be
  underwriting commissions or discounts under the Securities Act of 1933.
  From time to time, any of the selling stockholders may pledge
  shares of our common stock pursuant to the margin provisions of customer
  agreements with brokers. Upon a default by a selling stockholder, his broker may
  offer and sell the pledged shares of our common stock from time to time. Upon a
  sale of the shares of our common stock, we believe that the selling stockholders
  will satisfy the prospectus delivery requirements under the Securities Act of
  1933. We will file any amendments or other necessary documents in compliance
  with the Securities Act of 1933 which may be required in the event any of the
  selling stockholders defaults under any customer agreement with brokers.
  To the extent required under the Securities Act of 1933, a
  post-effective amendment to the registration statement of which this reoffer
  prospectus forms a part will be filed disclosing the name of any broker-dealers,
  the number of shares of our common stock involved, the price at which our common
  stock is to be sold, the commissions paid or discounts or concessions allowed to
  such broker-dealers, where applicable, that such broker-dealers did not conduct
  any investigation to verify the information set out or incorporated by reference
  in this reoffer prospectus and other facts material to the transaction.
  We and the selling stockholders will be subject to applicable
  provisions of the Securities Exchange Act of 1934 and the rules and regulations
  under it, including, without limitation, Rule 10b-5 and, insofar as a selling
  stockholder is a distribution participant and we, under certain circumstances,
  may be a distribution participant, under Regulation M. All of the foregoing may
  affect the marketability of our common stock.
  All expenses for this reoffer prospectus and related
  registration statement including legal, accounting, printing and mailing fees
  are and will be borne by us. Any commissions, discounts or other fees payable to
  brokers or dealers in connection with any sale of the shares of common stock
  will be borne by the selling stockholders, the purchasers participating in such
  transaction, or both.
  Any shares of our common stock being offered pursuant to this
  reoffer prospectus which qualify for sale pursuant to Rule 144 under the
  Securities Act of 1933, may be sold under Rule 144 rather than pursuant to this
  reoffer prospectus.
  16
  Experts and Counsel
  Our financial statements for the years ended October 31, 2010
  and 2009 incorporated in this reoffer prospectus by reference from our annual
  report on Form 10-K for the year ended October 31, 2010 filed with the
  Securities and Exchange Commission on February 8, 2011 have been audited by
  Chang Lee LLP Chartered Accountants which are incorporated herein by reference,
  and have been so incorporated in reliance upon such report given upon the
  authority of said firm as experts in auditing and accounting.
  On June 1, Chang Lee LLP amalgamated with MNP LLP of Suite 2300
  - 1055 Dunsmuir Street, Vancouver, BC V7X 1J1.
  W.L. Macdonald Law Corporation, of Suite 400 – 570 Granville
  Street, Vancouver, British Columbia V6C 3P1, Canada has provided an opinion on
  the validity of the shares of our common stock being offered pursuant to this
  reoffer prospectus.
  Interest of Named Experts and Counsel
  No expert named in the registration statement of which this
  reoffer prospectus forms a part as having prepared or certified any part thereof
  (or is named as having prepared or certified a report or valuation for use in
  connection with such registration statement) or counsel named in this reoffer
  prospectus as having given an opinion upon the validity of the securities being
  offered pursuant to this reoffer prospectus or upon other legal matters in
  connection with the registration or offering such securities was employed for
  such purpose on a contingency basis. Also at the time of such preparation,
  certification or opinion or at any time thereafter, through the date of
  effectiveness of such registration statement or that part of such registration
  statement to which such preparation, certification or opinion relates, no such
  person had, or is to receive, in connection with the offering, a substantial
  interest, direct or indirect, in our company or any of its parents or
  subsidiaries. Nor was any such person connected with our company or any of its
  parents or subsidiaries as a promoter, managing or principal underwriter, voting
  trustee, director, officer or employee.
  Material Changes
  There have been no material changes to the affairs of our
  company since October 31, 2010 which have not previously been described in a
  report on Form 10-Q or Form 8-K filed with the Securities and Exchange
  Commission.
  Incorporation of Certain Information by Reference
  The following documents filed by our company with the
  Securities and Exchange Commission are incorporated into this reoffer prospectus
  by reference:
  1.
  Our annual report on Form 10-K for the year ended October
        31, 2010 filed on January 31, 2011 and our amended annual report on Form
        10-K/A for the year ended October 31, 2010 as filed on February 1, 2011
        and February 8, 2011;
  2.
  Our quarterly reports on Form 10-Q filed on March 15,
        2011 and June 13, 2011;
  3.
  Our current reports on Form 8-K, as amended, filed on
        January 31, 2011, February 2, 2011, March 18, 2011, April 18, 2011, June
        10, 2011, June 22, 2011 and June 23, 2011;
  4.
  Our proxy statement on Schedule 14A filed on May 13,
        2011; and
  5.
  The description of our common stock contained in our
        registration statement on Form SB-2 filed on September 20, 2007, as
        amended by our current reports on Form 8-K filed on June 23, 2009,
        including any amendments or reports filed for the purpose of updating such
        description.
  In addition to the foregoing, all documents that we
  subsequently file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
  Securities Exchange Act of 1934, prior to the filing of a post-effective
  amendment indicating that all of the securities offered pursuant to the
  registration statement of which this reoffer prospectus forms a part have been
  sold or deregistering all securities then remaining unsold, will be deemed to be
  incorporated by reference into this reoffer prospectus and to be part hereof from the date of filing of
  such documents. Any statement contained in a document incorporated by reference
  in this reoffer prospectus will be deemed to be modified or superseded for
  purposes of this reoffer prospectus to the extent that a statement contained in
  this reoffer prospectus or in any subsequently filed document that is also
  incorporated by reference in this reoffer prospectus modifies or supersedes such
  statement. Any statement so modified or superseded will not be deemed, except as
  so modified or superseded, to constitute a part of this reoffer prospectus.
  17
  Where You Can Find More Information
  We will provide to each person, including any beneficial owner,
  to whom this reoffer prospectus is delivered, a copy of any or all of the
  information that has been incorporated by reference into this reoffer prospectus
  but not delivered with this reoffer prospectus, upon written or oral request of
  such person at no cost to such person. Please send us such request by writing or
  calling at Lexaria Corp., #950 – 1130 West Pender Street, Vancouver, British
  Columbia V6E 4A4, Canada; telephone: (604) 602-1675.
  We file annual, quarterly and current reports, proxy statements
  and other information with the Securities and Exchange Commission. Such filings
  are available to the public over the internet at the Securities and Exchange
  Commission's website at http://www.sec.gov. The public may also read and copy
  any materials we file with the Securities and Exchange Commission at its public
  reference room at 100 F Street, N.E. Washington, D.C. 20549. The public may
  obtain information on the operation of the public reference room by calling the
  Securities and Exchange Commission at 1-800-SEC-0330.
  We have filed with the Securities and Exchange Commission a
  registration statement on Form S-8 under the Securities Act of 1933 with respect
  to the securities offered under this reoffer prospectus. This reoffer
  prospectus, which forms a part of that registration statement, does not contain
  all information included in the registration statement. Certain information is
  omitted and you should refer to the registration statement and its exhibits.
  You should only rely on the information incorporated by
  reference or provided in this reoffer prospectus or any supplement. We have not
  authorized anyone else to provide you with different information. This reoffer
  prospectus does not constitute an offer to sell or a solicitation of an offer to
  buy any of the securities offered hereby by anyone in any jurisdiction in which
  such offer or solicitation is not authorized or in which the person making such
  offer or solicitation is not qualified to do so or to any person to whom it is
  unlawful to make such offer or solicitation. You should not assume that the
  information in this reoffer prospectus or any supplement is accurate as of any
  date other than the date of this reoffer prospectus.
  18
  1,125,000
  Lexaria Corporation
  Common Stock
  _________________________________
  Prospectus
  _________________________________
  June
  29, 2011
  19
  Part II
  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  Item 3. Incorporation of Documents by Reference.
  The following documents filed by our company with the
  Securities and Exchange Commission are incorporated into this registration
  statement by reference:
  1.
  Our annual report on Form 10-K for the year ended October
        31, 2010 filed on January 31, 2011 and our amended annual report on Form
        10-K/A for the year ended October 31, 2010 as filed on February 1, 2011
        and February 8, 2011;
  2.
  Our quarterly reports on Form 10-Q filed on March 15,
        2011 and June 13, 2011;
  3.
  Our current reports on Form 8-K, as amended, filed on
        January 31, 2011, February 2, 2011, March 18, 2011, April 18, 2011, June
        10, 2011, June 22, 2011 and June 23, 2011;
  4.
  Our proxy statement on Schedule 14A filed on May 13,
        2011; and
  5.
  The description of our common stock contained in our
        registration statement on Form SB-2 filed on September 20, 2007, as
        amended by our current reports on Form 8-K filed on June 23, 2009,
        including any amendments or reports filed for the purpose of updating such
        description.
  In addition to the foregoing, all documents that we
  subsequently file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
  Securities Exchange Act of 1934, prior to the filing of a post-effective
  amendment indicating that all of the securities offered pursuant to this
  registration statement have been sold or deregistering all securities then
  remaining unsold, will be deemed to be incorporated by reference into this
  registration statement and to be part hereof from the date of filing of such
  documents. Any statement contained in a document incorporated by reference in
  this registration statement will be deemed to be modified or superseded for
  purposes of this registration statement to the extent that a statement contained
  in this registration statement or in any subsequently filed document that is
  also incorporated by reference in this registration statement modifies or
  supersedes such statement. Any statement so modified or superseded will not be
  deemed, except as so modified or superseded, to constitute a part of this
  registration statement.
  Item 4. Description of Securities.
  Not applicable.
  Item 5. Interests of Named Experts and Counsel.
  No expert named in this registration statement as having
  prepared or certified any part thereof (or is named as having prepared or
  certified a report or valuation for use in connection with this registration
  statement) or counsel named in this registration statement as having given an
  opinion upon the validity of the securities being offered pursuant to this
  registration statement or upon other legal matters in connection with the
  registration or offering such securities was employed for such purpose on a
  contingency basis. Also at the time of such preparation, certification or
  opinion or at any time thereafter, through the date of effectiveness of such
  registration statement or that part of such registration statement to which such
  preparation, certification or opinion relates, no such person had, or is to
  receive, in connection with the offering, a substantial interest, direct or
  indirect, in our company or any of its parents or subsidiaries. Nor was any such
  person connected with our company or any of its parents or subsidiaries as a
  promoter, managing or principal underwriter, voting trustee, director, officer
  or employee.
  Item 6. Indemnification of Directors and Officers.
  Nevada Revised Statutes provide that:
  20
  a corporation may indemnify any person who was or is a party or is
    threatened to be made a party to any threatened, pending or completed action,
    suit or proceeding, whether civil, criminal, administrative or investigative,
    except an action by or in the right of the corporation, by reason of the fact
    that he is or was a director, officer, employee or agent of the corporation,
    or is or was serving at the request of the corporation as a director, officer,
    employee or agent of another corporation, partnership, joint venture, trust or
    other enterprise, against expenses, including attorneys' fees, judgments,
    fines and amounts paid in settlement actually and reasonably incurred by him
    in connection with the action, suit or proceeding if he or she acted in good
    faith and in a manner which he or she reasonably believed to be in or not
    opposed to the best interests of the corporation, and, with respect to any
    criminal action or proceeding, had no reasonable cause to believe his or her
    conduct was unlawful;
  a corporation may indemnify any person who was or is a party or is
    threatened to be made a party to any threatened, pending or completed action
    or suit by or in the right of the corporation to procure a judgment in its
    favor by reason of the fact that he or she is or was a director, officer,
    employee or agent of the corporation, or is or was serving at the request of
    the corporation as a director, officer, employee or agent of another
    corporation, partnership, joint venture, trust or other enterprise against
    expenses, including amounts paid in settlement and attorneys' fees actually
    and reasonably incurred by him or her in connection with the defense or
    settlement of the action or suit if he or she acted in good faith and in a
    manner which he or she reasonably believed to be in or not opposed to the best
    interests of the corporation. Indemnification may not be made for any claim,
    issue or matter as to which such a person has been adjudged by a court of
    competent jurisdiction, after exhaustion of all appeals therefrom, to be
    liable to the corporation or for amounts paid in settlement to the
    corporation, unless and only to the extent that the court in which the action
    or suit was brought or other court of competent jurisdiction determines upon
    application that in view of all the circumstances of the case, the person is
    fairly and reasonably entitled to indemnity for such expenses as the court
    deems proper; and
  to the extent that a director, officer, employee or agent of a corporation
    has been successful on the merits or otherwise in defense of any action, suit
    or proceeding, or in defense of any claim, issue or matter therein, the
    corporation must indemnify him or her against expenses, including attorneys'
    fees, actually and reasonably incurred by him or her in connection with the
    defense.
  Nevada Revised Statutes provide that we may make any
  discretionary indemnification only as authorized in the specific case upon a
  determination that indemnification of the director, officer, employee or agent
  is proper in the circumstances. The determination must be made:
  by our stockholders;
  by our board of directors by majority vote of a quorum consisting of
    directors who were not parties to the action, suit or proceeding;
  if a majority vote of a quorum consisting of directors who were not
    parties to the action, suit or proceeding so orders, by independent legal
    counsel in a written opinion;
  if a quorum consisting of directors who were not parties to the action,
    suit or proceeding cannot be obtained, by independent legal counsel in a
    written opinion; or
  by court order.
  Nevada Revised Statutes provide that a corporation may purchase
  and maintain insurance or make other financial arrangements on behalf of any
  person who is or was a director, officer, employee or agent of the corporation,
  or is or was serving at the request of the corporation as a director, officer,
  employee or agent of another corporation, partnership, joint venture, trust or
  other enterprise for any liability asserted against him and liability and
  expenses incurred by him in his capacity as a director, officer, employee or
  agent, or arising out of his status as such, whether or not the corporation has
  the authority to indemnify him against such liability and expenses.
  21
  Our bylaws provide that:
  our directors must cause our company to indemnify a director or former
    director of our company and our directors may cause our company to indemnify a
    director or former director of a corporation of which our company is or was a
    shareholder and the heirs and personal representatives of any such person
    against all costs, charges and expenses, including an amount paid to settle an
    action or satisfy a judgment, actually and reasonably incurred by him or them
    including an amount paid to settle an action or satisfy a judgment inactive
    criminal or administrative action or proceeding to which he is or they are
    made a party by reason of his or her being or having been a director of our
    company or a director of such corporation, including an action brought by us
    or another corporation. Each director of our company on being elected or
    appointed is deemed to have contracted with our company on the terms of the
    foregoing indemnity;
  our directors may cause our company to indemnify an officer, employee or
    agent of our company or of a corporation of which our company is or was a
    shareholder (notwithstanding that he is also a director of our company), and
    his or her heirs and personal representatives against all costs, charges and
    expenses incurred by him or them and resulting from his or her acting as an
    officer, employee or agent of our company or another corporation. In addition
    we must indemnify the Secretary or an Assistance Secretary of our company (if
    he is not a full time employee of our company and notwithstanding that he is
    also a director of our company), and his or her respective heirs and legal
    representatives against all costs, charges and expenses incurred by him or
    them and arising out of the functions assigned to the Secretary by the Nevada
    corporate law, or our articles of incorporation and each such Secretary and
    Assistant Secretary, on being appointed is deemed to have contracted with our
    company on the terms of the foregoing indemnity; and
  Our directors may cause our company to purchase and maintain
  insurance for the benefit of a person who is or was serving as a director,
  officer, employee or agent of our company or as a director, officer, employee or
  agent of a corporation of which our company is or was a shareholder and his or
  her heirs or personal representatives against a liability incurred by him as a
  director, officer, employee or agent.
  Item 7. Exemption from Registration Claimed.
  We issued the restricted securities to be reoffered and resold
  pursuant to this registration statement to our directors and executive officers
  relying on exemptions from registration provided by Section 4(2) and/or
  Regulation D of the Securities Act of 1933..
  Item 8. Exhibits.
  Exhibit Number
  Description
  (4)
  Instruments
        Defining the Rights of Security Holders, including Indentures
  4.1*
  2010 Equity Compensation Plan
  (5.1)
  Opinion
        regarding Legality
  5.1*
  Opinion of W.L. Macdonald Law
        Corporation regarding the legality of the securities being registered
  (23)
  Consents of
        Experts and Counsel
  23.1*
  Consent of Chang Lee LLP
        Chartered Accountants
  23.2*
  Consent of W.L.
        Macdonald Law Corporation (included in Exhibit 5.1)
  *Filed herewith.
  22
  Item 9. Undertakings.
  The undersigned registrant hereby undertakes:
  1. To file, during any period in which
  offers or sales are being made, a post-effective amendment to this registration
  statement:
  i. To include any prospectus required
  by section 10(a)(3) of the Securities Act of 1933;
  ii. To reflect in the prospectus any
  facts or events arising after the effective date of the registration statement
  (or the most recent post-effective amendment thereof) which, individually or in
  the aggregate, represent a fundamental change in the information in the
  registration statement. Notwithstanding the foregoing, any increase or decrease
  in volume of securities offered (if the total dollar value of securities offered
  would not exceed that which was registered) and any deviation from the low or
  high end of the estimated maximum offering range may be reflected in the form of
  prospectus filed with the Securities and Exchange Commission pursuant to Rule
  424(b) if, in the aggregate, the changes in volume and price represent no more
  than 20% change in the maximum aggregate offering price set forth in the
  "Calculation of Registration Fee" table in the effective registration statement;
  and
  iii. To include any material
  information with respect to the plan of distribution not previously disclosed in
  the registration statement or any material change to such information in the
  registration statement;
  Provided however, that paragraphs
  (1)(i) and (1)(ii) do not apply if the information required to be included in a
  post-effective amendment by those paragraphs is contained in reports filed with
  or furnished to the Securities and Exchange Commission by the registrant
  pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
  that are incorporated by reference in the registration statement
  2. That, for the purpose of determining
  any liability under the Securities Act of 1933, each such post-effective
  amendment shall be deemed to be a new registration statement relating to the
  securities offered therein, and the offering of such securities at that time
  shall be deemed to be the initial bona fide offering thereof; and
  3. To remove from registration by means
  of a post-effective amendment any of the securities being registered which
  remain unsold at the termination of the offering.
  The undersigned registrant hereby undertakes that, for purposes
  of determining any liability under the Securities Act of 1933, each filing of
  the registrant's annual report pursuant to section 13(a) or section 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the registrant pursuant to the foregoing provisions, or otherwise,
  the registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Securities Act of 1933 and is, therefore, unenforceable. In the event
  that a claim for indemnification against such liabilities (other than the
  payment by the registrant of expenses incurred or paid by a director, officer or
  controlling person of the registrant in the successful defense of any action,
  suit or proceeding) is asserted by such director, officer or controlling person
  in connection with the securities being registered, the registrant will, unless
  in the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in the Securities
  Act of 1933 and will be governed by the final adjudication of such issue.
  23
  SIGNATURES
  Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Vancouver, Province of British Columbia, Canada,
  on June 29, 2011.
  LEXARIA CORP.
  By:
  /s/ Christopher Bunka
  Christopher Bunka
  President, Chief Executive Officer and Director
  (Principal Executive
  Officer)
  Pursuant to the requirements of the Securities Act of 1933,
  this registration statement has been signed by the following persons in the
  capacities and on the date indicated.
  /s/
  Christopher Bunka
  Christopher Bunka
  President, Chief Executive Officer and Director
  Date: June 29,
  2011
  /s/ Bal Bhullar
  Bal Bhullar
  Chief Financial Officer and Director
  (Principal Financial Officer)
  Date: June 29, 2011
  /s/ Dr. David
  DeMartini
  Dr. David
  DeMartini
  Director
  Date: June 29, 2011
  24