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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):     November 9, 2006

LEXARIA CORP.
(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

333-132134

(Commission File Number)

20-2000871

(IRS Employer Identification No.)


#604 – 700 West Pender Street, Vancouver, British Columbia, Canada V6C 1G8



Registrant's telephone number, including area code:     (604) 602-1675

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c))



Item 3.02. Unregistered Sales of Equity Securities


1.

On November 9, 2006, the Company has converted existing debt of $2 million to equity. Four million shares, priced at $0.50 per common share; and 4 million warrants, each warrant entitling the holder to purchase one common share at a price of $0.60 valid until November 9, 2009, have been issued to the former debt-holders.


All shares and warrants issued are restricted under applicable securities rules. Lexaria Corp. now has 21,582,000 shares issued and outstanding and 4,000,000 warrants issued and outstanding.


ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.


Exhibit No.

Description

 

None


SIGNATURES

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

Dated:  November 09, 2006


(Signature)

Lexaria Corp.

By:                                                           

“/s/ Chris Bunka”

Chris Bunka
President & CEO