6-K

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

FORM 6-K

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

For the month of May, 2008

Commission File Number: 000-19884

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

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

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

[ X ] Form 20-F   [] Form 40-F

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

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

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

Yes [] No [ X ]

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

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registration statement, and to be a part thereof from the date on which this Report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

SUBMITTED HEREWITH

Exhibits

99.1	News Release Dated May 27, 2008
99.2	News Release Dated May 29, 2008
99.3	Notice of Annual General Meeting
99.4	Report to Shareholders
99.5	Information Circular
99.6	Management's Discussion and Analysis for the Year Ended February 29,2008
99.7	Form of Proxy
99.8	Return Card
99.9	Annual Report Folder

SIGNATURES

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

	Leading Brands, Inc.
	(Registrant)
Date: May 30, 2008	By:	/s/ Marilyn Kerzner
		Marilyn Kerzner
	Title:	Director of Corporate Affairs

EX-99.1

FOR IMMEDIATE RELEASE

CONTACT:
Tel: 604-685-5200
Email: info@Lbix.com

LEADING BRANDS, INC. ANNOUNCES
YEAR-END EARNINGS RELEASE AND CONFERENCE CALL
Thursday, May 29, 2008 at 8:00 AM (Pacific) / 11:00 AM (Eastern)

Vancouver, B.C. Canada, May 27, 2008 - Leading Brands, Inc. (NASDAQ: LBIX), North America’s only fully integrated healthy beverage company, today announced that it will release year-end earnings, before North American markets open, on the morning of Thursday, May 29, 2008.

In conjunction with the Company's earnings release, you are invited to listen to a conference call, which will be held on Thursday, May 29, 2008 at 8:00 am Pacific Time, (11:00 am Eastern Time), with Ralph McRae, Chairman and CEO of Leading Brands, Inc.

TO PARTICIPATE IN THE CONFERENCE CALL PLEASE DIAL: 1-416-850-9144

If you are unable to participate during the live conference call, the call will be archived for 7 days. To hear a replay of the call by telephone, dial 1-416-915-1035 and reference the passcode 560097.

The conference call will also be archived for 30 days on the investor page of the Company’s website at www.LBIX.com

About Leading Brands, Inc.

Leading Brands, Inc. (NASDAQ:LBIX) is North America’s only fully integrated healthy beverage company. Leading Brands creates, designs, bottles, distributes and markets its own proprietary premium beverage brands such as TrueBlue^® Blueberry Juice, LiteBlue^® Blueberry Juice, STOKED™ Energy Drinks, INFINITE Health^® Water, DIE HARD™ Sports Energy Drink and Caesar’s^® Cocktails via its unique Integrated Distribution System (IDS)™ which involves the Company finding the best and most cost-effective route to market. The Company strives to use the best natural ingredients hence its mantra: Better Ingredients – Better Brands.

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

Better Ingredients | Better Brands™

©2008 Leading Brands, Inc.

This news release is available at www.LBIX.com

EX-99.2

FOR IMMEDIATE RELEASE

CONTACT:

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

LEADING BRANDS, INC. ANNOUNCES
Results for 2007 Fiscal Year Ended February 29, 2008

Branded Beverage Gross Revenue Up 46% over Last Year

Overall Gross Profit Margin Before Discounts and Slotting
Increases to 33.7%

Transition to Healthy Branded Beverage Company Completed

Vancouver, Canada, May 29, 2008, Leading Brands, Inc. (NASDAQ: LBIX), North America’s only fully integrated healthy branded beverage company, announces results for its 2007 fiscal year ended February 29, 2008. All financial amounts denominated in US dollars.

Gross revenue for the year was $35,218,000, versus $50,368,000 in the prior year. The reduction in revenues was principally attributable to the following:

• Loss of Hansen energy drink distribution revenue of $13,065,000 post April 15, 2007;
• Elimination of third party distribution revenue of $4,016,000 due to Company exiting that business;
• Lower co-pack revenue of $6,165,000 associated with the consolidation of the Company’s two bottling plants into its Edmonton facility; and
• Reduction in private label and licensed beverage sales of $1,177,000;
• For a total of $24,423,000.

Over the same period, sales of the Company’s proprietary branded beverages grew at 46%. Company-wide gross profit margin (before discounts, rebates and slotting fees) for the year increased to 33.7% from 33.5% the previous year, principally due to the shift of sales to higher margin proprietary brands. At year end, the Company had approximately $4,500,000 in cash and credit available, having utilized about half of the net proceeds of last year’s private placement to complete its transition to a healthy branded beverage company.

Discounts, rebates and slotting fees dropped to $4,097,000 from $4,610,000 this past year and included a volume rebate of approximately $500,000 paid to a large co-pack customer, which was more than double the prior year. Non-cash stock based compensation expense for the year was $262,000, versus $570,000 the prior year. SG&A expenses were $13,212,000 in fiscal 2007, an apparent slight increase from fiscal 2006. However, the fiscal 2007 SG&A number includes the effects of currency translation from the Canadian to US dollar of $915,000, due to the rise in the Canadian dollar against the U.S. dollar during the year. In Canadian dollars, SG&A expenses actually dropped by $816,000, year over year, in spite of additional non-recurring plant relocation costs of some $400,000 and approximately $150,000 in third party professional fees to assist with the documentation and testing of internal controls over financial reporting as mandated by SOX 404; which process uncovered no material weaknesses. A further increase to the Company’s net loss was caused by the January 15, 2008 enactment of legislation reducing the Canadian corporate income tax rate. The result was an income tax expense and a reduction of the value of the Company’s future income tax asset by some $950,000. This brings the total of one time, non-operating-specific expenses this year to $1,500,000, the great majority of which was non-cash. Consequently, net loss for the year was $5,415,000 or $0.29 per share, versus a net loss of $3,555,000, or $0.23 per share in fiscal 2006. Comprehensive loss (which includes further balance sheet related adjustments for currency) for fiscal 2007 was $2,989,000 versus $3,914,000 the prior year.

Leading Brands Chairman and CEO Ralph McRae said: “We raised net proceeds of approximately $9,000,000 in August of last year to allow us to properly react to the surprise loss of the Hansen distribution agreement and complete the shift to reliance upon our own brands. That evolution is now complete and we have accomplished it using about half of the monies raised. The balance will be judiciously invested, over time, to maintain the high level of growth of our brands. This was a difficult and unfortunate process for us to endure, but we now look forward to a bright and self-sustaining future which - to a much greater extent – is within our control.”

Mr. McRae continued: “I have read a lot from our competitors over the past year about cost increases and margin contraction resulting from increased costs of goods and escalating freight charges. Although we are not immune from commodity price fluctuations, part of our mission over the past 12 months has been - to the greatest extent possible – to insulate ourselves from the brunt of those forces. We believe that increased operating efficiencies can overwhelm anticipated rises in input costs. That is where the accumulated experience and resourcefulness of our long term employees stands us in good stead.”

Mr. McRae concluded: “With the recent addition of Die-Hard™ Sports Energy Drinks, I am proud that we have compiled an impressive and significant lineup of beverages that can stand ‘toe to toe’ with any in the industry. That portfolio not only has great potential to capture significant market share but also – and most importantly – it can do so with strong margins. As our branded business continues to expand, so should our overall percentage gross profit margins.”

In conjunction with this release, you are invited to listen to the Company’s conference call, which will be held on Thursday, May 29, 2008, at 8:00 am, Pacific Time, (11:00 am Eastern Time), with Ralph McRae, Chairman and CEO of Leading Brands, Inc.

TO PARTICIPATE IN THE CONFERENCE CALL PLEASE DIAL-IN: 1-416-850-9144

The conference call will also be webcast and archived for 30 days on the investor page of the Company’s website at www.LBIX.com.

Due to the proximity of this release, there will not be a shareholders’ newsletter on June 1^st.

About Leading Brands, Inc.

Leading Brands, Inc. (NASDAQ:LBIX) is North America’s only fully integrated healthy beverage company. Leading Brands creates, designs, bottles, distributes and markets its own proprietary premium beverage brands such as TrueBlue^® Blueberry Juice, LiteBlue^® Blueberry Juice, STOKED™ Energy Drinks, INFINITE Health^® Water, DIE HARD™ Sports Energy Drink and Caesar’s^® Cocktails via its unique Integrated Distribution System (IDS)™ which involves the Company finding the best and most cost-effective route to market. The Company strives to use the best natural ingredients hence its mantra: Better Ingredients – Better Brands.

Non-GAAP Measures

Any non-GAAP financial measures referenced in this release do not have any standardized meaning prescribed by GAAP and are therefore unlikely to be comparable to similar measures presented by other issuers.

Forward Looking Statements

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

Better Ingredients | Better Brands™

©2008 Leading Brands, Inc.

This news release is available at www.LBIX.com

# # #

(tables follow )

LEADING BRANDS, INC.
CONSOLIDATED STATEMENT OF LOSS AND COMPREHENSIVE LOSS

(EXPRESSED IN UNITED STATES DOLLARS)

		February 29			February 28
		2008			2007
Gross sales	$	35,218,337		$	50,368,203
Less: Discounts, rebates and slotting fees		( 4,096,662	)		(4,609,878	)
Net sales		31,121,675			45,758,325
Expenses (Income)
Cost of sales		23,353,592			33,496,213
Selling, general & administration expenses		13,212,199			12,875,096
Depreciation and amortization		702,025			930,553
Interest expense		551,539			465,703
Loss on sale of assets		96,949			32,528
Impairment of property, plant and equipment		-			3,168,698
Gain on contract settlements		(1,327,153	)		(219,761	)
Interest income		(91,829	)		-
Total Expenses		36,497,322			50,749,030
Net loss before taxes		(5,375,647	)		(4,990,705	)
Less: Income tax expense (recovery)		39,114			(1,436,021	)
Net loss		(5,414,761	)		(3,554,684	)
Foreign exchange translation adjustment		2,425,855			(359,212	)
Comprehensive loss		(2,988,906	)		(3,913,896	)
Loss Per Share
Basic and diluted	$	(0.29	)	$	(0.23	)
Weighted average number of shares outstanding		18,412,993			15,778,230

EX-99.3

NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting (the “Meeting”) of the shareholders of Leading Brands, Inc. (the “Company”) will be held on Thursday, June 26, 2008 in the Thurlow Room, 1111 West Georgia Street, Vancouver, British Columbia, Canada, at the hour of 10:00 a.m. (local time in Vancouver, B.C.) for the following purposes:

1.	to receive the financial statements and the Auditors’ Report for the fiscal year ended February 29, 2008;
2.	to appoint auditors and to authorize the directors to fix the auditors’ remuneration;
3.	to elect Directors;
4.	to approve the right of the Directors to grant replacement stock options for those that expire from time to time, and authority to act in all other matters relating to stock based compensation;
5.	to transact such other business as may properly come before the Meeting.

Accompanying this Notice of Meeting is an Information Circular, Instrument of Proxy and Financial Statements for the fiscal year ended February 29, 2008. The Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is incorporated by reference into and deemed to form part of this Notice.

A registered shareholder who is unable to attend the Meeting in person is entitled to appoint a proxyholder to attend and vote in his stead. If you cannot be personally present, please refer to the notes accompanying the form of proxy enclosed and then complete and deposit the form of proxy with Computershare within the time set out in the notes, as set out below. The form of proxy must be signed by the registered shareholder or by his or her attorney authorized in writing, or, if the registered shareholder is a corporation, by an officer or director thereof as an authorized signatory.

The completed form of proxy must be deposited at the office of Computershare and must be received at least 48 hours before the time of the Meeting (excluding Saturdays, Sundays and holidays), or any adjournment thereof, or with the Chairman of the Meeting prior to commencement.

The enclosed form of proxy is solicited by management but you may amend it, if you so desire, by striking out the names of the management proxyholders shown and inserting in the space provided the name of the person you wish to represent you at the Meeting.

DATED at Vancouver, British Columbia, the 23^rd day of May, 2008.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Ralph McRae

Ralph D. McRae,
Chairman and Chief Executive Officer

EX-99.4

Report to Shareholders

June 2008

Dear Fellow Shareholders:

2007 was an eventful year for Leading Brands. Among the many developments in our business:

• We consolidated our Richmond and Edmonton plants into our Edmonton facility;
• We by year end had proven our ability to save at least $1.5 million per annum from that plant consolidation;
• We commissioned two new co-pack facilities in Minnesota and Wisconsin;
• We reacted to the surprise loss of the Hansen energy drink business with the launch of our higher margin STOKED™ Energy Drinks and Die Hard™ Sports Energy Drinks;
• We pushed the distribution of our brands more heavily into the Eastern U.S. market;
• We increased our minimum listing requirements to give us higher sku counts per store and thereby significantly grow our brand presence and associated logistics;
• We raised approximately $9.0 million to allow us to complete our transition to a branded healthy beverage company;
• We grew sales of our proprietary beverage brands by 46%, year over year;
• We adjusted our operating procedures and dramatically reduced our fixed cost structure to adapt to an environment of progressively increasing fuel and other input costs that is requiring our competitors to increase pricing;
• We managed to grow our gross profit margin (before discounts and slotting fees), from 33.5% to 33.7% in an industry where the reverse trend has been the case in recent times;
• We launched two extremely successful online contests: “Win with TrueBlue ^® ” and the “STOKED™ Gamer Challenge” featuring Activision’s blockbuster: Call of Duty^® 4;

…./2

2

• We established a national wholesale distribution network for our single serve brands in the United States;
• We added the unique Windchill™ and Afterburn™ flavors to our STOKED™ line-up and Blueberry Acai to TrueBlue ^® ; and
• We completed our SOX 404 internal control documentation and testing, without uncovering any material weaknesses.

Our stated goal in undertaking the financing in August last year was to bridge the loss of the Hansen business and complete our transition to reliance upon our own, proprietary brands. With these changes we are well positioned for continued growth, without further recourse to the capital markets.

During 2008 we will continue to expand the presence of our TrueBlue^®, STOKED™, Infinite Health^®, Die-Hard™ and Caesar’s^® brands in stores and homes across North America. We are committed to do so as profitably as humanly possible. I hope that you enjoy the new look of TrueBlue^® which makes its first appearance in the accompanying folder.

In this our 20^th year we look forward to taking the next big step in the development of our business. Thank you for your continued support.

LEADING BRANDS, INC.
Per:.
	Ralph D. McRae
	Chairman & CEO

EX-99.5

INFORMATION CIRCULAR

LEADING BRANDS, INC.
Suite 1800 – 1500 West Georgia Street
Vancouver, British Columbia
Canada V6G 2Z6
www.LBIX.com

(all information as at May 12, 2008 unless otherwise noted)

In this Information Circular, unless otherwise specified,
all dollar amounts are expressed in United States dollars.

Persons Making the Solicitation

This Information Circular is furnished in connection with the solicitation of proxies by the management of Leading Brands, Inc. (the “Company”) for use at the annual general meeting (the “Meeting”) of the Company’s shareholders (the “Shareholders”) to be held at the time and place and for the purposes set forth in the accompanying Notice of Meeting. The Company will conduct its solicitation by mail and officers and employees of the Company may, without receiving special compensation, also telephone or make other personal contact. The Company will pay the cost of solicitation.

Appointment of Proxies

The individuals named in the accompanying proxy form are directors or officers of the Company. A registered Shareholder wishing to appoint some other person (who need not be a Shareholder) to represent the Shareholder at the Meeting has the right to do so, by striking out the two printed names and inserting the appointed person’s name in the blank space on the proxy form.

Voting by Proxy

Common shares of the Company (the “Shares”) represented by properly executed proxies in the accompanying form will be voted or withheld from voting on each respective matter in accordance with the instructions of the Shareholder on any ballot that may be called for. Where no choice has been specified by the Shareholder, such Shares will, on a poll, be voted in accordance with the notes to the form of proxy.

When so authorized by the Shareholder, the enclosed proxy form confers discretionary authority upon the person named therein as proxyholder with respect to amendments or variations to matters identified in the Notice of the Meeting and with respect to other matters which may properly come before the Meeting. At the date of this Information Circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting.

Completion and Return of Proxy

Completed and signed proxy forms must be deposited at the office of the Company’s registrar and transfer agent, Computershare Trust Company, 2^nd Floor – 510 Burrard Street, Vancouver, British Columbia, Canada V6C 3B9, and must be received not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting, or shall be deposited with the Chairman of the Meeting prior to commencement of the Meeting.

Non-Registered Holders

Only registered Shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Most Shareholders of the Company are “Non-Registered” Shareholders because the Shares they own are not registered in their names but are instead registered in the name of a Nominee or Intermediary such as a brokerage firm through which they purchased the Shares. Such Intermediaries include banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans, or clearing agencies such as The Canadian Depository for Securities Limited. If you purchased your Shares through a broker, you are likely a Non-Registered Holder.

These securityholder materials are being sent to both registered and Non-Registered Shareholders of the Company by either the Company (through its agent) or the Intermediaries (through their service providers). If you are a Non-Registered Shareholder, and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf. By choosing to send these materials to you directly, the Company (and not the Intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proposed voting instructions. Please return your voting instructions as specified in the request for voting instructions.

These materials will include either a form of proxy or a voting instruction form. Please follow the instructions on the form you received and return your completed and signed voting instructions as specified on the form.

If you are a Non-Registered Shareholder who wishes to vote at the Meeting in person, you should appoint yourself as proxyholder by writing your name in the space provided on the proxy or voting instruction form, and return the form in the envelope provided. Do not complete the voting section of the form as your vote will be taken at the meeting.

Revocability of Proxy

A registered Shareholder who has given a form of proxy may revoke it at any time before it has been exercised. The revocation must be in writing and executed by the registered Shareholder or by the registered Shareholder’s attorney authorized in writing or, if the registered Shareholder is a corporation, by a duly authorized officer or attorney of the corporation, and delivered either to the registered office of the Company, at 595 Howe Street, 10^th Floor, Vancouver, British Columbia, Canada, V6C 2T5, and received at any time up to and including the last business day preceding the day of the Meeting or any adjournment of it, or to the Chair of the Meeting on the day of the Meeting, or any adjournment of it, before any vote in respect of which the proxy is to be used shall have been taken.

Only registered Shareholders have the right to revoke a proxy. Non-Registered Shareholders who wish to change their vote must, at least 7 days before the Meeting, arrange for their respective Nominees to revoke the proxy on their behalf.

A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation.

Interest of Certain Persons in Matters to be Acted Upon

Except as disclosed herein, no Person has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in matters to be acted upon at the Meeting. For the purpose of this paragraph “Person” shall include each person: (a) who has been a director or executive officer of the Company at any time since the commencement of the Company’s last fiscal year; (b) who is a proposed nominee for election as a director of the Company; or (c) who is an associate or affiliate of a person included in (a) or (b).

2

Voting Securities and Principal Holders of Voting Securities

The Company is authorized to issue 500,000,000 common shares without par value, of which 19,958,124 Shares are issued and outstanding as of May 12, 2008. Any Shareholder of record at the close of business on May 22, 2008 is entitled to receive notice of and vote at the Meeting and is entitled to one vote for each Share held. The Company has no other classes of voting securities.

To the best of the knowledge and belief of the directors and executive officers of the Company, as of May 12, 2008 the following persons or companies beneficially own, or control or direct, directly or indirectly, Shares carrying 10% or more of the voting rights attached to all outstanding Shares of the Company:

Shareholder	Number of Shares	Percentage of Issued Capital
Northland Properties Corporation(1)	2,020,626	10.12%

(1) Northland Properties Corporation (“NPC”) is the beneficial owner of these Shares. NPC is related to R. Thomas Gaglardi, a director of the Company.

Election of Directors

The Company’s board of directors is divided into three classes designated as Class I, Class II and Class III, to provide for a rotation of three year terms of office. Any director whose term has expired is eligible for re-election.

The terms of office of Douglas Carlson and Iain Harris, the directors in Class II, will expire at the conclusion of the Meeting. Mr. Harris is retiring as a director of the Company, and is not seeking reelection, after 12 years of service to the Company. The terms of office of the directors in Classes III and I expire at the 2009 and 2010 annual general meetings, respectively.

The persons named below will be presented for election at the Meeting as management’s nominees.

The following table provides information respecting the individuals proposed to be nominated by management for election as directors at the Meeting, including the approximate number of voting shares of the Company beneficially owned, directly or indirectly, by each of them:

Name, Present Position(s) with the Company (1) , Province/State and Country of Residence	Principal Occupation (2)	Director Since	Term Expires	Common Shares Held (3)	Stock Options Held
Douglas Carlson,(4,5,6) Director Colorado, USA	CEO of Zinio Systems, VIVMAG and Wakaya Club resort in Fiji. Formerly the CEO and co-founder of Fiji Water Holdings, LLC.	June 1999	June 2008	115,667	43,333

3

The persons named below are current directors whose term of office will continue after the Meeting.

Name, Present Position(s) with the Company (1) , Province/State and Country of Residence	Principal Occupation, Business or Employment(2)	Director Since	Term Expires	Shares Beneficially Owned, or Controlled or Directed, Directly or Indirectly (3)	Stock Options Held
Stephen K. Fane(4) Director British Columbia, Canada	Mr. Fane is currently President of New Century Holdings Ltd. Mr. Fane was President and CEO of Hot House Growers Income Fund, a publicly traded income trust, from December 2003 to October 2006. Former partner in Coopers & Lybrand, a predecessor firm to PriceWaterhouseCoopers	October 2007	June, 2009	0	50,000
Thomas Gaglardi Director British Columbia, Canada	President, Northland Properties Corporation and Chairman & CEO of Sandman Hotels, Inns & Suites, Moxie’s Restaurants, LP, Shark Clubs of Canada, Inc. and Denny’s Restaurants of Canada.	October 1998	June 2009	2,095,626 (7)	100,000
Ralph D. McRae Chairman, President, CEO and Director British Columbia, Canada	Chairman of the Company since March 1996. President and CEO of the Company since November 1996.	March 1996	July 2010	723,259	500,000
Jonathan Merriman(5) Director California, USA	CEO of Merriman Curhan Ford & Co., a securities broker-dealer and investment bank.	January 1999	July 2010	277,792	100,000

(1)	For the purposes of disclosing positions held in the Company, "Company" includes the Company and any parent or subsidiary thereof.
(2)	Each of the nominees named above has held the principal occupation or employment indicated for at least five years, except as set forth above.
(3)	The information as to province or state and country of residence, principal occupation and number of shares beneficially owned or over which control or direction is exercised, directly or indirectly, by the nominees is not within the knowledge of the management of the Company and has been furnished by the individuals listed.
(4)	Member of the Company’s Audit Committee, each of whom is independent as defined in Canadian and US securities legislation.
(5)	Member of the Company’s Compensation Committee.
(6)	Member of the Company's Nominating and Corporate Governance Committee.
(7)	2,020,626 of these Shares are held by Northland Properties Corporation, a company related to Mr. Gaglardi.

4

If Mr. Carlson is elected, he will hold office as a director until the conclusion of the 2011 annual general meeting of the Company, unless his office is earlier vacated in accordance with the Articles of the Company or the provisions of the Business Corporations Act (British Columbia).

Executive Compensation

Form 51-102F6, Statement of Executive Compensation, requires the disclosure of compensation received by each “Named Executive Officer” of the Company or its subsidiaries. Set out below are particulars of compensation paid to the following persons (the "Named Executive Officers"):

(a)	the Company’s chief executive officer;
(b)	the Company’s chief financial officer;
(c)	each of the Company’s three most highly compensated executive officers other than the chief executive officer and the chief financial officer, who were serving as executive officers at the end of the most recently completed financial year and whose total salary and bonus exceeds CAD$150,000 (US$143,294) per year; and
(d)	any additional individuals for whom disclosure would have been provided under (c) but for the fact that the individual was not serving as an officer of the Company at the end of the most recently completed financial year.

During the most recently completed fiscal year of the Company, namely the year ended February 29, 2008, the Company and its subsidiaries had six Named Executive Officers, whose names and positions held within the Company are set out in the summary of compensation table below.

Summary Compensation Table

The following table is a summary of compensation paid to the Named Executive Officers for each of the Company’s three most recently completed fiscal years, converted to U.S. dollars. Compensation for each Named Executive Officer is paid by the Company in Canadian dollars. As the Canadian:U.S. dollar exchange rate has increased by 8.7% during the fiscal year ended February 29, 2008, that implies an increase in compensation when none has occurred in Canadian dollars.

		Annual Compensation			Long Term Compensation	All Other Compensation
Name and Principal Position	Fiscal Year Ending	Salary (US$)	Bonus (US$)	Other Annual Compensation (US$)	Securities Under Options Granted during the year (#)	Life insurance premiums (US$)
Ralph McRae, Chairman, President and CEO	2008 2007 2006	nil nil nil	nil nil nil	504,394 80,245 450,070(1) 73,840(1) 400,400(1) 70,070(1)	nil nil 500,000(2)	1,679 1,334 1,101

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		Annual Compensation			Long Term Compensation	All Other Compensation
Name and Principal Position	Fiscal Year Ending	Salary (US$)	Bonus (US$)	Other Annual Compensation (US$)	Securities Under Options Granted during the year (#)	Life insurance premiums (US$)
Donna Louis, (3) CFO	2008 2007 2006	150,165(4) 138,618 125,125	nil nil nil	nil nil nil	100,000(5) nil 50,000(6)	1,412 1,262 995
Don Haliburton, (7) CFO	2008 2007 2006	87,496(8) nil nil	nil nil nil	nil nil nil	40,000(9) nil nil	718 nil nil
Patrick Wilson, Exec. VP of Sales	2008 2007 2006	216,363 180,900 160,951	nil nil nil	nil nil nil	nil nil nil	1,650 1,333 1,142
Dave Read, Executive Vice President	2008 2007 2006	nil nil nil	nil nil nil	194,134(10) 183,488(10) 210,88710)	100,000(11) nil 50,000(12)	nil nil nil
Sinan ALZubaidi, Vice President of Bottling Operations	2008 2007 2006	119,044 105,485 100,100	21,780 20,042 16,683	4,776 4,395 4,171	Nil Nil 13,504 (13)	1,147 427 266

(1)	McRae Ventures, Inc., a company with a director in common with the Company, received $504,394 for consulting services provided by Mr. McRae. BBI Holdings Inc., a company with a director in common with the Company, receives US$6,687 per month for services provided by Mr. McRae and another director of BBI Holdings Inc.
(2)	In June 2005, 500,000 previously granted options with an exercise price of US$1.00 were extended for a further 14-month period with an exercise price of US$1.19.
(3)	Ms. Louis was the CFO from April 2003 until August 2007. She acted as Corporate Treasurer of the Company from August 2007 until January 2008 then resumed the position of CFO in January 2008.
(4)	This amount represents Ms. Louis’ total salary for the fiscal year ended February 29, 2008.
(5)	100,000 options with an exercise price of US $1.42 were granted on January 10, 2008, for a 10-year term.
(6)	In June 2005, 50,000 previously granted options with an exercise price of US$1.00 were extended for a further 14.5-month period with an exercise price of US$1.19.
(7)	Mr. Haliburton was the CFO of the Company from August 2007 until January 2008.
(8)	This amount represents amounts paid for a 5-month period during the fiscal year ended February 29, 2008.
(9)	40,000 options with an exercise price of US $3.45 were granted on August 7, 2007, for a 10-year term. These options, unvested, were cancelled upon Mr. Haliburton’s departure from the Company in January 2008.
(10)	VE Services, a company owned by Mr. Read, received this amount for consulting services provided by Mr. Read.
(11)	100,000 options with an exercise price of US $1.42 were granted on January 10, 2008, for a 10-year term.
(12)	In June 2005, 50,000 previously granted options with an exercise price of US$1.00 were extended for a further 9-month period with an exercise price of US$1.19.
(13)	In June 2005, 3,504 previously granted options with an exercise price of US$1.00 were extended for a further 9-month period with an exercise price of US$1.19. In January 2006, 10,000 options with an exercise price of US$1.07 were granted for a 10-year term.

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Long-Term Incentive Plans - Awards in Most Recently Completed Fiscal Year

The Company has no long-term incentive plans in place and therefore there were no awards made under any long-term incentive plan to the Named Executive Officers during the Company’s most recently completed fiscal year. A "long-term incentive plan" is a plan under which awards are made based on performance over a period longer than one fiscal year, other than a plan for options, SARs (stock appreciation rights) or restricted share compensation.

Options/SARs Granted During the Most Recently Completed Fiscal Year

The Company does not have a formal stock option plan. Options for the purchase of common shares of the Company are granted from time to time to directors, officers and employees as an incentive. During the most recently completed fiscal year, the following incentive stock options were granted by the Company to the Named Executive Officers. No SARs (stock appreciation rights) were granted during this period.

Name	Securities	% of Total	Exercise	Market Value of	Expiration Date
	Under Options	Options Granted	or Base	Securities
	Granted	to Employees in	Price	Underlying
	During the	Fiscal year (1)	(US$/	Options on the
	Year		Security)	Date of Grant or
	(#)			Extension of
				Grant
				(US$/Security) (2)
Don Haliburton	40,000	8.7%	3.45	3.45	August 7, 2017(3)
Donna Louis	100,000	21.7%	1.42	1.42	January 10, 2018
Dave Read	100,000	21.7%	1.42	1.42	January 10, 2018

(1)	During the last fiscal year, 460,000 options were granted.
(2)	Calculated as the closing price of the Company’s shares on the Nasdaq SmallCap Market on the date of grant.
(3)	These options, unvested, were cancelled upon Mr. Haliburton’s departure from the Company in January 2008.

Aggregated Option Exercises during the Most Recently Completed Fiscal Year and Fiscal Year End Option Values

The following table sets out the number of options that were exercised by the Named Executive Officers during the most recently completed fiscal year, as well as the fiscal year end value of stock options held by the Named Executive Officers. During this period, no outstanding SARs were held by the Named Executive Officers.

Name	Securities Acquired on Exercise (#)	Aggregate Value (1) Realized (US$)	Unexercised Options at Fiscal Year-End Exercisable/Unexercisable (#)	Value of Unexercised In-the-Money Options at Fiscal Year-End Exercisable / Unexercisable (US$) (2)
Ralph McRae	nil	nil	500,000 / nil	175,000 / nil
Donna Louis	50,000	89,500	11,499 / 113,501	2,065 / 2,935

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Name	Securities Acquired on Exercise (#)	Aggregate Value Realized(1) (US$)	Unexercised Options at Fiscal Year-End Exercisable/Unexercisable (#)	Value of Unexercised In-the-Money Options at Fiscal Year-End Exercisable / Unexercisable (US$) (2)
Patrick Wilson	nil	nil	56,959 / 30,541	16,718 / 9,207
Dave Read	nil	nil	16,667 / 105,000	1,000 / 300
Sinan ALZubaidi	18,167	38,171	6,000 / 28,500	2,530 / 12,433

(1)	Based on the difference between the option exercise price and the closing market price of the Company’s shares on the date of exercise.
(2)	In-the-money options are those where the market value of the underlying securities as at the most recent fiscal year end exceeds the option exercise price. The closing market price of the Company’s shares as at February 29, 2008 was US$1.35.

Option Repricing

The Company did not reprice any stock options during the most recent financial year.

Defined Benefit or Actuarial Plan Disclosure

The Company does not have a defined benefit or actuarial plan for its officers and key employees, under which benefits are determined by final compensation and years of service.

Termination of Employment, Change in Responsibilities and Employment Contracts

The Company has no employment contracts, or compensatory plans, contracts or arrangements that would entitle a Named Executive Officer to receive more than CAD$100,000 including periodic payments or instruments, as compensation in the event of resignation, retirement or other termination of employment or from a change of control of the Company or its subsidiaries, or a change of responsibilities following a change of control. The local laws regarding termination and severance are assumed to apply.

Compensation Committee

The Company’s Compensation Committee is comprised of two independent directors: Jonathan Merriman and Douglas Carlson.

Report on Executive Compensation

The Compensation Committee is responsible for, among other things, reviewing and determining the annual salary, bonus/profit sharing and other compensation levels of the executive officers of the Company. Compensation matters may also be reviewed and approved by the entire board of directors.

Compensation Principles

The Company is committed to the philosophy of sharing the benefits of success with those who help the Company grow and prosper. The Company’s strength and ability to sustain growth is based on an organization which perceives people as its single most important asset. The Compensation Committee’s philosophy is to provide sufficient compensation opportunities for executives of the Company in order to

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attract, retain and motivate the best possible management team to lead the Company in the achievement of its performance goals. The Compensation Committee believes that compensation significantly based on performance is more likely to enhance the continuing financial success of the Company and the improvement of shareholder value. In furtherance of these goals, the Company has developed a profit participation plan for senior management and an employee share option plan to increase the risk/reward ratio of its executive compensation program, to focus management on long term strategic issues, and to align management’s interests with those of the Shareholders of the Company in the sustained growth of shareholder value.

Compensation Elements and Determination Process

The Company’s executive compensation program includes base salary, annual cash or short-term incentives (bonuses). Bonuses for senior management are, with limited exceptions, discretionary and are intended to reward senior managers for exceptional performance that positively impacts the profitability and growth of the Company. Long term incentives are granted in the form of stock options which generally vest over several years of service with the Company. The level of the option grant is related to the ability of that employee to affect the overall performance of the Company. For the financial year ended February 29, 2008, compensation for executive officers of the Company consisted of a fixed base salary and long term compensation in the form of stock options.

Salary levels are reviewed periodically and adjustments may be made, if warranted, after an evaluation of executive and company performance, salary trends in the Company’s business sector, and any increase in responsibilities assumed by the executive. To aid in its assessments and with its ongoing responsibilities, the Committee will, from time to time, retain independent consultants to advise on compensation matters.

Compensation of Chief Executive Officer

The compensation of the chief executive officer is determined in accordance with the considerations described above.

Summary

In summary, the Compensation Committee is ultimately responsible for determining, affirming or amending the level and nature of executive compensation of the Company. The Compensation Committee will have access, at the expense of the Company, to independent, outside compensation consultants for both advice and competitive data for the purpose of making such determinations. The Compensation Committee believes that the compensation policies and programs outlined above will ensure that levels of executive compensation truly reflect the performance of the Company, thereby serving the best interests of the Shareholders.

Respectfully submitted by the Compensation Committee:

Douglas Carlson
Jonathan Merriman

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Performance Graph

The following chart compares the total cumulative shareholder return for $100 invested in common shares of the Company beginning on February 28, 2003 with the cumulative total return of the NASDAQ Composite Index (“NASDAQ Index”) for the five most recently completed fiscal years of the Company.

LEADING BRANDS, INC. (“LBIX”)
Comparison of Five Year Total Common Shareholders’ Return

	Feb. 28 2003	Feb. 29 2004	Feb. 28 2005	Feb. 28 2006	Feb. 28 2007	Feb. 29 2008
LBIX PRICE (US$)	$1.96	$1.05	$0.84	$1.38	$2.14	$1.35
NASDAQ INDEX	1337.52	2029.82	2051.72	2281.39	2416.15	2271.48

Compensation of Directors

Directors who are not paid executives of the Company receive CAD$1,500 per quarter (pro rated for those serving less than a full quarter) and CAD$500 for each directors’ meeting and committee meeting attended. Directors are also compensated for their services in their capacity as directors by the granting from time to time of incentive stock options. During the last completed fiscal year, 50,000 stock options were granted to Stephen Fane at the time of his appointment as a new director.

BBI Holdings Inc. (“BBI”), which is controlled by Mr. McRae, receives US$6,687 per month for consulting services provided by Mr. McRae and another director of BBI. Reference is made to the Summary Compensation Table above for details of compensation paid to directors who are also Named Executive Officers, in their capacity as executive officers.

Securities Authorized for Issuance under Equity Compensation Plans

The Company does not have a formal stock option plan. The Company occasionally grants stock options to its employees, officers, directors and consultants to purchase common shares of the Company. The options granted are exercisable at a price which is equal to or greater than the fair market value of the common shares at the date the options are granted. At the Company’s Annual Meeting in August 2003, the Shareholders approved a resolution allowing the directors to grant up to 3,667,328 stock options. The following table sets out information regarding equity securities of the Company as of February 29, 2008:

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	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) (c)
Equity securities approved by shareholders	1,510,999	$1.338	2,156,329
Equity securities not approved by shareholders	nil	n/a	n/a

Indebtedness of Directors and Executive Officers

During the last completed fiscal year, no current or former director, executive officer, employee or nominee for director of the Company nor any of their associates has been indebted to the Company or any of its subsidiaries, nor has any of these individuals been indebted to another entity which indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries.

Interest of Informed Persons in Material Transactions

On August 9, 2007, the Company completed a private placement and issued 3,300,001 common shares and 1,650,001 common share purchase warrants. Merriman, Curhan, Ford and Company (“MCF”), a company with a director in common, acted as the placement agent charging placement fees and expenses in the amount of $726,372 and was issued 167,000 warrants. MCF also initiated research coverage on the Company in April 2008. The Company has no ongoing agreement with MCF.

To the knowledge of management of the Company, except as disclosed herein, no informed person of the Company, nominee for director, or any associate or affiliate of any informed person or nominee, had any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any transaction since the commencement of the last completed fiscal year, or any proposed transaction which has materially affected or would materially affect the Company.

Appointment of Auditor

The management of the Company intends to nominate BDO Dunwoody LLP, Chartered Accountants, for appointment as auditor of the Company to hold office until the close of the next annual general meeting of the Company, at a remuneration to be fixed by the directors. BDO Dunwoody LLP was first appointed as auditor on December 13, 2001.

Management Contracts

Management functions of the Company are performed by the directors or executive officers, certain of whom perform these services as contractors to the Company, as disclosed in the Executive Compensation section.

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Corporate Governance

National Policy 58-201 (Canada) establishes corporate governance guidelines which apply to all public companies. The Company has reviewed its own corporate governance practices in light of these guidelines and discloses its corporate governance practices.

Independence of Members of Board

The Company's Board has been set at 7 directors, and there is one vacancy at this time. Five of the directors are independent based upon the tests for independence set forth in applicable Canadian and U.S. securities legislation. Ralph McRae is not independent as he is the Chairman, President and CEO of the Company.

Management Supervision by Board

The Board of Directors is ultimately responsible for the overall governance of the Company. This includes defining the responsibilities of senior management. The Board reviews and approves the corporate objectives that the senior management is responsible for meeting. There is a clear understanding between senior management and the Board that all strategic decisions will be presented by management to the Board for approval.

The Board expects management to:

• review the Company’s strategies and their implementation in all key areas of the Company’s activities;
• identify opportunities and risks affecting the Company’s business and find ways of dealing with them.

The Board is comprised of a majority of independent directors. The Chair of the Board is not an independent director, but the Board believes that it has strong independent directors who candidly voice their opinions at meetings. At all meetings of the Board and its committees, any independent board member may request that all members of management, including management directors, be excused so that any matter may be discussed without any representative of management being present. The independent directors meet after regularly scheduled directors’ meetings without the presence of the Chair and non-independent directors. During the year ended February 29, 2008, 2 such meetings were held. The independent directors are also encouraged to meet at any time they consider necessary without any members of management including the non-independent directors being present. The Company’s auditors, legal counsel and employees may be invited to attend.

The independent directors exercise their responsibilities for independent oversight of management through their majority control of the Board and through the committees established by the Board which are composed entirely of independent directors.

The Board believes that this structure facilitates the functioning of the Board independently of the Company’s management and has therefore not appointed an independent lead director.

Participation of Directors in Other Reporting Issuers

The participation of the directors in other reporting issuers or other public companies is described in the following table:

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Name of Director	Name of Reporting Issuer
Iain J. Harris	Yukon Nevada Gold Corp.
Jonathan Merriman	MCF Corporation

Participation of Directors in Board Meetings

In the year ended February 29, 2008, 8 Board meetings were held. The attendance record of each director for the board meetings held is as follows:

Name of Director	Number of Board Meetings Attended
Doug Carlson	5
R. Thomas Gaglardi	5
Iain Harris	8
Stephen Fane (1)	1
Ralph McRae	8
Jonathan Merriman	7

⁽¹⁾ Stephen Fane joined the Board in October 2007. There was one Board meeting between the time of his appointment and the end of the fiscal year.

Board Mandate

The Board has adopted a Board Mandate, a copy of which is available on SEDAR at www.sedar.com and is incorporated by reference.

Position Descriptions

The Board has not adopted position descriptions for the Chair of the Board and for the chairs of each of its committees. It has, however, adopted written mandates for the Board of Directors and each of the committees. The Board of Directors and each committee have designated a chairman, whose responsibility it is to ensure that the mandate is followed, and in the case of the committees, to report to the Board of Directors.

The Board has not adopted a position description for the CEO, however the duties and responsibilities of the position are reviewed on an ongoing basis by the Board.

Orientation and Continuing Education

While the Company does not have formal orientation and training programs, the Nominating and Corporate Governance Committee is responsible for ensuring an appropriate program for new directors and ongoing education for existing directors.

New directors are generally seasoned business executives with extensive experience on the boards of directors of other companies or have served in an executive management position for other private and public companies with similar experience to the Company’s business operations.

New Board members are provided with financial and narrative information regarding the Company’s business and given access to information respecting the functioning of the Board of Directors and its committees along with copies of the Company’s corporate governance policies and minutes of meetings.

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Board members are encouraged to communicate with management, auditors and technical consultants; to keep themselves current with industry trends and developments and changes in legislation, with management’s assistance; and to attend related industry seminars and visit the Company’s operations. Board members have full access to the Company's records.

Ethical Business Conduct

The Board views good corporate governance as an integral component to the success of the Company and to meet responsibilities to shareholders.

The Board has adopted a Code of Business Conduct and Ethics (the “Code”) that applies to the Company’s directors, officers and employees. This Code was filed on www.SEDAR.com on May 30, 2005 and is incorporated by reference. Copies will be provided at no charge upon request to the Company at Suite 1800 – 1500 West Georgia Street, Vancouver BC Canada V6G 2Z6, or electronically to info@Lbix.com.

The Board has instructed its management and employees to abide by the Code and to bring any breaches of the Code to the attention of senior management of the Company, or to the Audit Committee.

The Board monitors compliance with the Code through the Nominating and Corporate Governance Committee and also through the Audit Committee and the Company’s Whistleblower Policy. The Board keeps a record of departures from the Code and waivers requested and granted and confirms that no material change reports have been filed by the Company since the beginning of the Company’s most recently completed financial year pertaining to any conduct of a director or executive officer that constitutes a departure from the Code.

Nomination of Directors

The Board periodically reviews its size to ensure that an appropriate number of directors, representing a diversity of views and business experience, are elected to the Board.

The Nominating and Corporate Governance Committee has responsibility for identifying potential Board candidates. Douglas Carlson is the member of this committee and is independent. The Committee assesses potential Board candidates to fill perceived needs on the Board for required skills, expertise, independence and other factors. Members of the Board and representatives of the food and beverage industry are consulted for possible candidates. The Board has adopted a written charter that sets forth the responsibilities, powers and operations of the Nominating and Corporate Governance Committee.

Compensation of Directors and the CEO

The members of the Compensation Committee are Douglas Carlson and Jonathan Merriman, both of whom are independent. These directors have the responsibility for determining and reviewing compensation for the directors and senior management of the Company.

To determine compensation payable, the Compensation Committee reviews compensation paid for directors and CEOs of companies of similar size and stage of development in the food and beverage industry and determines an appropriate compensation reflecting the need to provide incentive and compensation for the time and effort expended by the directors and senior management while taking into account the financial and other resources of the Company. In setting the compensation, the Committee may have discussions with the CEO, and after receiving his recommendations, the committee is responsible for reviewing and determining the compensation levels of the other executives of the Company with respect to short and long-term incentive awards.

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The Compensation Committee annually reviews the performance of the CEO in light of the Company's objectives and considers other factors that may have impacted the success of the Company in achieving its objectives. In fulfilling its role, the Committee may engage independent consultants and advisers at the expense of the Company.

Other Board Committees

The Board has the following Committees:

• Audit Committee
• Compensation Committee
• Nominating and Governance Committee

Assessments

The Board conducts informal assessments of the Board’s effectiveness, the individual directors and each of its committees on a regular basis. To assist in its review, the Board conducts informal surveys of its directors. As part of the assessments, the Board or the individual committee may review their respective mandate or charter and conduct reviews of applicable corporate policies.

Audit Committee Information

Information regarding the Company’s Audit Committee, together with a copy of the Audit Committee’s Charter, is contained in the Company’s Form 20-F (the “AIF”). A copy of the AIF is available on SEDAR at www.sedar.com.

Particulars of Matters to be Acted Upon

Incentive Stock Options

Director, officer, consultant and employee stock options (commonly referred to as incentive stock options) are a means of rewarding future services provided to the Company and are not intended as a substitute for salaries or wages, or as a means of compensation for past services rendered.

The Company is requesting shareholder approval to grant authority to the directors to replace expiring stock options with the same quantity of options at current market prices, in accordance with the policies of all regulatory bodies and stock exchanges having jurisdiction over the Company.

The full text of the ordinary resolution relating to the approval of replacement stock options is attached hereto as Schedule “A”.

Other Matters

Management is not aware of any matters to come before the Meeting other than those set forth in the Notice of Meeting. If any other matter properly comes before the Meeting, it is the intention of the persons named in the Proxy to vote the shares represented thereby in accordance with their best judgment.

Additional Information

Additional information relating to the Company is available on SEDAR at www.sedar.com.

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The Company will provide to any Shareholder, upon request to the Director of Corporate Affairs at Suite 1800 - 1500 West Georgia Street, Vancouver BC, Canada V6G 2Z6, copies of this Information Circular and the Annual Report, including the most recent audited financial statements and MD&A, and interim financial statements.

Financial information is provided in the Company’s comparative financial statements and MD&A for its most recently completed financial year.

Directors’ Approval

This Information Circular contains information as at May 12, 2008, except where another date is specified. The contents of this Information Circular have been approved and its mailing authorized by the board of directors of the Company.

DATED at Vancouver, British Columbia, this 27^th day of May, 2008

ON BEHALF OF THE BOARD OF DIRECTORS

/s/ Ralph McRae

Ralph D. McRae, Chairman, President and
Chief Executive Officer

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SCHEDULE “A”

APPROVAL OF GRANTING OF INCENTIVE STOCK OPTIONS

WHEREAS:

1.	Director, officer, consultant and employee stock options (commonly referred to as incentive stock options) are a means of rewarding future services provided to the Company and are not intended as a substitute for salaries or wages, or as a means of compensation for past services rendered;
2.	As previously-issued options expire, the Company intends to re-issue the same quantity of options at current market prices.

IT IS RESOLVED THAT:

1.	the directors are authorized in their absolute discretion to replace expiring stock options with new options at the current market price on the date of expiry, in accordance with the policies of all regulatory bodies and stock exchanges having jurisdiction over the Company;
2.	incentive stock options previously granted to insiders of the Company during the prior year be ratified, approved and confirmed;
3.	the directors be authorized to amend incentive stock options held by insiders of the Company from time to time; and
4.	no further shareholder approval will be required prior to the exercising of these options or amended options.

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EX-99.6

Leading Brands, Inc.
Management’s Discussion & Analysis
For the year ended February 29, 2008

May 22, 2008

The following information should be read in conjunction with the Company’s February 29, 2008 audited consolidated financial statements. These statements, along with the Company’s annual report on Form 20-F, are available on SEDAR at www.sedar.com.

The financial statements have been prepared in accordance with Canadian generally accepted accounting principles (“GAAP”). The material differences between Canadian and US GAAP are discussed in Note 18 of the Company’s annual consolidated financial statements.

The Company maintains its financial records in Canadian dollars and translates them into United States dollars for reporting purposes. In this report, unless otherwise specified, all dollar amounts are expressed in United States dollars.

Overview

Leading Brands, Inc. (the company) and its subsidiaries are engaged in beverage bottling, distribution, sales, merchandising, brand development, brand licensing and brand management throughout most of North America. The Company’s sales and distribution system comprises the largest independent, fully integrated healthy beverage distributor in Canada. The sales and distribution system has regional warehouse distribution centers located in Edmonton, Alberta and Richmond, British Columbia. In addition, there are third party distribution centers in Greater Montreal and Metro Toronto. The sales and distribution system distributes a variety of juices, new age beverages, waters, and food products to retail, wholesale and distribution outlets.

Overall Performance

Risks Related To Our Business

Exchange rates

Our operations are carried out primarily in Canada and in the United States. The Company purchases certain raw materials and goods priced in U.S. dollars for resale in Canada and also sells certain products, manufactured in Canada, into the U.S. As a result, the Company is vulnerable to exchange rate fluctuations and it does not presently use any financial instruments to hedge foreign currency fluctuations. Consequently, a significant increase in the value of the U.S. dollar in relation to the Canadian dollar would negatively impact our earnings.

Critical supply

The Company relies on a limited number of suppliers for certain raw materials. While other sources of supply do exist, an unexpected disruption in supply or an increase in pricing would have a negative impact on production and our earnings.

Distribution contracts

The Company holds exclusive distribution contracts for Canada with certain suppliers. If certain of these distribution contracts were terminated, it would have a negative impact on our earnings.

Use of independent distributors

We rely on the distribution services of independent distributors in order to distribute and sell some of our beverage products to retailers and consumers. If certain of these distributors were to stop distributing our products, it would have a negative impact on our earnings.

Competition

Increased consolidations of our competitors with and into larger companies, market place competition, and competitive product and pricing pressures could impact the Company’s earnings, market share and volume growth.

Laws and regulations

Changes in laws and regulations could negatively affect our operations. For example:

• the Company has significant tax loss carry forwards available and a change in legislation affecting these losses would negatively impact future earnings;
• changes in environmental laws affecting beverage containers could add costs to the Company’s operations and/or could decrease consumer demand for the Company’s products; and
• changes in laws and regulations, such as those of the Food and Drug Administration, could affect the way in which our products are marketed and produced.

Trademarks and copyrights

The Company holds a number of trademarks and copyrights relating to certain significant products. We rely on trademark laws and contractual provisions to protect these trademarks and copyrights and any significant infringement could adversely affect our business.

Operating losses

Historically, the Company has had periods of unprofitable operations. The Company’s bottling operations are relatively capital intensive and in periods of low volumes, such as during seasonal fluctuations, fixed costs can result in operating losses.

Customers

The Company derives a substantial portion of its revenue from several major customers with the largest customer contributing 33% of revenue and the ten largest customers comprising 64% of revenue. The loss of certain major customers would have a negative impact on earnings.

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Dependence on key management employees

Our business is dependent upon the continued support of existing senior management, including Ralph D. McRae who is the Chairman, President and Chief Executive Officer and a director of the Company. Mr. McRae has been with Leading Brands since March 1996, and he has been responsible for our business planning, corporate and brand initiatives and financings. The loss of Mr. McRae, or any key members of our existing management, could adversely affect our business and prospects.

Possible conflicts of interest of directors, officers, and other members of management

Certain of our directors, officers, and other members of management presently serve as directors, officers, promoters or members of management of other companies and therefore it is possible that a conflict may arise between their duties to Leading Brands and their duties to such other companies. All such conflicts will be disclosed in accordance with the provisions of applicable corporate legislation and directors and officers will govern themselves in respect thereof to the best of their ability in accordance with the obligations imposed upon them by law.

Other risks related to our business

• The effectiveness and success of the Company’s marketing programs, especially for newer brands such as TrueBlue^® , LiteBlue^® , STOKED Energy Drinks^™ , DIE HARD^™ Sports Energy Drink, and Infinite Health^® Water.
• Changes in consumer tastes and preferences and market demand for new and existing products;
• Changes in general economic and business conditions; and
• Adverse weather conditions, which could reduce demand for the Company’s beverage products, sales of which are negatively affected by cooler temperatures.

Risks Related To Our Industry

Size and resources of competitors

Leading Brands competes, to some degree, with other larger companies in the beverage industry. Some of these competitors have substantially greater marketing, cash, distribution, production, technical and other resources than the Company.

Our industry is subject to various regulations and we must be in compliance with current and changing rules and regulations

The production and marketing of our beverages, including contents, labels, caps and containers, are subject to the rules and regulations of various federal, provincial, state and local health agencies. If a regulatory authority finds that a current or future product or production run is not in compliance with any of these regulations, we may be fined, or production may be stopped, thus adversely affecting our financial condition and operations. Similarly, any adverse publicity associated with any non-compliance may damage our reputation and our ability to successfully market our products.

The major developments during the year ended February 29, 2008 included:

• The Company’s distribution business began a transition from primarily distributing third party beverage brands to a focus on developing and marketing its own brands of beverages;

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• In August 2007, the Company completed a private placement of common stock raising net proceeds of $8.85 million to be used for the marketing of its proprietary beverage brands and for general working capital purposes;

• The Company launched its new line of Stoked™ energy drinks;

• The Company was appointed as the exclusive Canadian distributor for the “BooKoo” line of energy drinks;

• The Company selected TNT Marketing to help market its brands to convenience store chains in the United States;

• The Company commenced co-packing of its TrueBlue^® juice products in the US;

• The bottling plant in Richmond, British Columbia was closed and certain equipment and production capacity relocated to Edmonton; and

• The Company’s contract to distribute Hansen^® products was terminated on April 15, 2007.

For the year ended February 29, 2008, the Company reported gross sales of $35.22 million and a net loss of $5.41 million as compared to gross sales of $50.37 million and a net loss of $3.55 million in the prior year. The decrease in profitability in the fiscal year just ended as compared to the prior was primarily the net result of:

• lower sales resulting from the termination of certain customer relationships;
• lower sales resulting from the termination of the distribution contract for Hansen^® products in Canada;
• offset by an increase in sales of the Company’s branded products; and
• non-recurring income related to the termination of the Hansen distribution agreement.

Selected Annual Information

	Year Ended	Year Ended	Year Ended
	Feb. 29, 2008	Feb. 28, 2007	Feb. 28, 2006
Net sales / operating revenue	$31,121,675	$45,758,325	$36,758,866
Net loss	($5,414,761)	($3,554,684)	($1,275,428)
Net loss per share	($0.29)	($0.23)	($0.08)
Total assets	$28,335,995	$23,972,591	$23,823,561
Long-term Obligations	$5,025,821	$3,899,998	$3,781,375
Cash dividends declared per common share	Nil	Nil	Nil

4

In the year ended February 28, 2006, the Company had higher revenue due to substantial increased sales in the second two quarters of the fiscal year. Sales discounts, rebates and slotting fees grew substantially, mostly in support of the Company’s new TrueBlue^® brand and increased sales in Hansen’s^® products and Fiji Water^® licensed to the Company. Sales, general and administrative expenses grew 17% with the largest portion of the increase related to increased selling and marketing expenditures to promote the Company’s new brands.

In the year ended February 28, 2007, the Company had higher revenue due to substantial increased sales in branded beverage products. Sales discounts, rebates and slotting fees grew substantially, mostly in support of the Company’s new TrueBlue^® brand and increased sales in Hansen’s^® products. Sales, general and administrative expenses grew 28.2% with the largest portion of the increase related to increased selling and marketing expenditures to promote the Company’s branded beverage products.

In the year ended February 29, 2008, the Company had lower revenue largely due to the loss of the Hansen’s^® energy drink distribution rights in Canada, the discontinuance of distribution to a convenience store chain in Western Canada, discontinuance of co-pack production of alcoholic beverages, and lower bottling revenues related to the consolidation of production to the Edmonton plant. This reduction in revenue was partially offset by increased sales of the Company’s proprietary branded beverage products. Sales discounts, allowances and rebates were lower than the previous year, but increased as a percentage of sales as a result of more aggressive promotions of the Company’s brands and larger volume rebates related to the Company’s ongoing bottling business.

Results of Operations

Financial Year Ended February 29, 2008

Sales

Revenue	Year ended February	Year ended February	Change
	29, 2008	28, 2007
Bottling Plants	$10,863,836	$14,440,212	($3,576,376)
Distribution and Other	$24,354,501	$35,927,991	($11,573,490)
Total Gross Revenue	$35,218,337	$50,368,203	($15,149,866)
Discounts, allowances and Rebates	($4,096,662)	($4,609,878)	$ 513,216
Net Revenue	$31,121,675	$45,758,325	($14,636,650)

5

Gross sales for the year ended February 29, 2008 were $35,218,337 compare to $50,368,203 for the previous year, representing a decrease of 30.1% . The decrease in gross sales for the year ended February 29, 2008 was the net result of the following:

• Decreases of $24.7 million relating to:

- the termination of the Hansen’s contract and lower bottling revenues related to the consolidation of production to the Edmonton plant, both effective in April 2007;

- lower sales of certain other products licensed to the Company; and

- the discontinuance of co-pack production of alcoholic beverages and the discontinuance of distribution to a convenience store chain in Western Canada both effective in the previous fiscal year, partially offset by;

• Increases totaling $9.6 million including:

- A $4.5 million increase in sales of TrueBlue^®, the new Stoked™ energy drinks, and other products;

- A $1.0 million increase in ongoing revenues from bottling operations; and

- An increase in reported sales of $4.1 million due to an increase in value of the Canadian dollar.

Discounts, rebates and slotting fees for the year ended February 29, 2008 decreased as a result of lower sales but were higher relative to sales as a result of more aggressive promotions of the Company’s brands in the United States and new products in Canada and larger volume rebates related to the Company’s ongoing bottling business.

Cost of Sales and Margin

Cost of Sales	Year ended February	Year ended February	Change
	29, 2008	28, 2007
Bottling Plants	$5,809,821	$ 8,528,571	($2,718,750)
Distribution and Other	$17,543,771	$24,967,642	($7,423,871)
Total	$23,353,592	$33,496,213	($10,142,621)

Cost of sales for the year ended February 29, 2008 was $23,353,592 compared to $33,496,213 for the previous year, representing a decrease of 30.3% . The decrease in cost of sales for the year ended February 29, 2008 was the net result of the following:

• Decreases of $17.0 million relating to:

- the termination of the Hansen’s contract and lower bottling volumes related to the consolidation of production to the Edmonton plant, both effective in April 2007;

- lower volumes of certain other products licensed to the Company; and

- the discontinuance of co-pack production of alcoholic beverages and the discontinuance of distribution to a convenience store chain in Western Canada both effective in the previous fiscal year, partially offset by;

• Increases totaling $6.9 million including:

- A $3.7 million increase from increased volume of TrueBlue^®, the new Stoked™ energy drinks, and other products;

- A $0.5 million increase from increased volumes with ongoing bottling contracts; and

- An increase in reported cost of sales of $2.7 million due to an increase in value of the Canadian dollar.

6

Margin	Year ended February 29, 2008	Year ended February 28, 2007	Change
Bottling Plants	$4,511,041	$ 5,617,179	($1,106,138)
Distribution and Other	$3,257,042	$ 6,644,933	($3,387,891)
Total	$7,768,083	$12,262,112	($4,494,029)
Margin percentage	25.0%	26.8%	(1.8%)

Margin for the year ended February 29, 2008 was $7,768,083 compared to $12,262,112 for the previous year, representing a decrease in margin percentage of 1.8% . The decrease in margin for the year ended February 29, 2008 was the net result of the following:

• Decreases of $6.4 million relating to:

- the termination of the Hansen’s contract and lower bottling volumes related to the consolidation of production to the Edmonton plant, both effective in April 2007;

- lower volumes of certain other products licensed to the Company; and

- the discontinuance of co-pack production of alcoholic beverages and the discontinuance of distribution to a convenience store chain in Western Canada both effective in the previous fiscal year, partially offset by;

• Increases totaling $1.9 million including:

- $0.6 million from increased volume of TrueBlue^®, the new Stoked™ energy drinks, and other products;

- $0.2 million from increased volumes with ongoing bottling contracts; and

- An increase in reported margin of $1.1 million due to an increase in value of the Canadian dollar.

The decrease in margin percentage is largely related to increased freight costs per case coupled with an increase in discounts and rebates as a result of more aggressive promotions of the Company’s brands and larger volume rebates related to the Company’s ongoing bottling business.

Selling, General and Administration Expenses
For the year ended February 29, 2008, selling, general and administration expenses increased by $337,000 as compared to the corresponding period in the previous year due to the impact of exchange rates of $915,000. Excluding the exchange rate impact, the decrease of $578,000 was the net result of:

• non-recurring expenses related to the relocation of the Richmond plant equipment of $356,000;
• higher marketing expenses of $208,000 to promote the Company’s new and existing brands;
• increase in legal and audit expenses of $221,000;
• increase in outside administrative services including professional fees related to SOX 404 of $156,000;
• increase in warehousing related costs of $297,000; offset by
• lower plant costs of $787,000 as a result of the closing of the Richmond plant;
• lower wages and commission expenses of $716,000;
• lower stock based compensation expense of $308,000;
• other lower costs of $5,000.

Other Expenses and Recovery
For the year ended February 29, 2008, amortization was lower than the prior year as a result of lower property, plant and equipment values due to the impairment adjustment recorded in the last fiscal year on the Richmond plant equipment relocation.

7

Amortization of deferred costs was lower than the prior year by reaching the end of the amortization period for those costs. The Company has not recorded any further deferred costs.

Other income was $1,327,000 relating to the termination of the Hansen’s^® contract in the quarter ended May 31, 2007 compared to $220,000 in the prior year for the termination of a bottling contract.

Interest on long term debt was higher as a result of new capital leases for equipment to accommodate new products in the Edmonton bottling plant.

The loss on sale of assets of $97,000 consists of a loss on the sale of production equipment of $30,000, loss on the sale of vehicles of $59,000 and loss on disposal of outdated computer equipment of $8,000. In the prior year, the Company recorded a loss on sale of assets in the amount of $33,000 resulting from a loss on the sale of an investment in a candy company in the amount of $24,000 and a loss on the sale of vehicles in the amount of $9,000.

The Company recorded interest income of $92,000 from short-term cash deposits.

The Company recorded a mostly non-cash income tax expense of $39,000 relating to Canadian operations, as compared to a $1,436,000 recovery in the prior year. The current year amount was lower than the prior year as a result of a change in current and future enacted rates in Canada, resulting in a reduction in the value of the future income tax asset and an increase in income tax expense of approximately $950,000. Future income tax assets in other operating entities were offset by a valuation allowance.

Summary of Quarterly Results

	February 29/28		November 30		August 31		May 31
Net sales / operating revenue	2008 $6,908,685	2007 $8,725,111	2007 $7,447,774	2006 $10,402,524	2007 $7,227,505	2006 $14,523,792	2007 $9,537,711	2006 $12,106,898
Income (loss)	($2,128,269)	($3,555,670)	($1,642,819)	($583,770)	($1,458,592)	$319,913	($185,081)	$264,843
Income (loss) per share	($0.11)	($0.23)	($0.08)	($0.04)	($0.08)	$0.02	($0.01)	$0.02
Net Income (loss) per share, diluted	($0.11)	($0.23)	($0.08)	($0.04)	($0.08)	$0.02	($0.01)	$0.02

In all quarters, income (loss) before extraordinary items and income (loss) per share before extraordinary items are the same as net income (loss) and net income (loss) per share respectively.

The performance in the first two quarters of the fiscal year is generally stronger due to the seasonal nature of the beverage business.

8

Liquidity and Capital Resources

As of February 29, 2008, the company had working capital of $3,009,000 compared to negative working capital of $597,000 at the prior year-end. Bank indebtedness decreased to $2,118,000 from $3,357,000 for the prior year. The Company held $2,933,000 in cash and cash equivalents at February 29, 2008. There were no cash or cash equivalents in the previous year.

The agreement with respect to the bank indebtedness contains three financial covenants. They are a tangible net worth covenant, a current ratio covenant and a capital acquisition covenant. The Company was in compliance with all covenants at February 29, 2008.

Considering the positive working capital position, including the cash on hand at February 29, 2008, the Company believes that it has sufficient working capital to continue operations for the next twelve months and thereafter.

Cash provided by	Year ended	Year ended	Change
(used in):	February 29, 2008	February 29, 2007
Operating activities	($3,682,355)	($1,190,446)	$ (2,491,909)
Investing activities	($2,063,731)	($1,437,005)	$ (626,726)
Financing activities	$ 8,139,942	$ 2,627,451	$ 5,512,491

For the year ended February 29, 2008, the increase in cash used in operating activities was primarily a result of the increased loss for the period. Additionally, reductions in accounts payable as a result of lower sales volumes and increased cash from the common share and warrant issue in August 2007 were more than offset by reductions in accounts receivable and inventories from lower sales volumes and a reduction in prepaid expenses mostly from a reduction in prepaid slotting fees.

The increase in cash used in investing activities in the year ended February 29, 2008 was the net result of the addition of equipment in the Edmonton plant to allow for the production of new products and to improve efficiencies and the minor additions of computer and office equipment partially offset by the proceeds on sale of certain equipment from the Richmond plant and the sale of vehicles.

The increase in cash provided by financing activities in the year ended February 29, 2008 is primarily the result of the $8.8 million common share and warrant issue in August 2007 together with proceeds from capital leases on bottling plant equipment mentioned above.

The Company has a demand revolving operating bank loan with a credit limit of $5,587,000, subject to the availability of eligible collateral, with an interest rate of the Canadian prime rate of its lender plus 0.75 – 1.25% per annum. At February 29, 2008, the amount of eligible collateral was $3,666,000. The Company’s requirement for operating capital increases in the summer months with increased sales and decreases in winter months. The unused portion of the operating bank loan is expected to accommodate those requirements as inventory and accounts receivable levels increase with sales volumes. The Company also has a term loan from the bank in the amount of $3,707,000 with an interest rate of the Canadian prime rate of its lender plus 1.0% per annum maturing in February 2011.

Other sources of financing are more fully described in note 7 of the financial statements.

9

The Company generally maintains bank indebtedness and cash or cash equivalents in Canadian funds and does not use financial instruments for hedging purposes.

The Company has no material commitments for capital expenditures in the fiscal year ending February 28, 2009.

Tabular disclosure of contractual obligations

	Payments due by period
Contractual Obligations	Total	less than 1 year	1-3 years	3-5 years	more than 5 years
Long-term Debt Obligations	$3,817,663	$871,142	$1,592,038	$251,877	$1,102,606
Capital (Finance) Lease Obligations	$2,479,230	$399,930	$853,736	$717,246	$508,318
Operating Lease Obligations	$4,245,453	$1,127,943	$1,958,213	$1,159,297	-
Purchase Obligations	-	-	-	-	-
Other Long-term Liabilities Reflected on the Company’s Balance Sheet under the GAAP of the primary financial statements	-	-	-	-	-
Interest – estimated (1)	$1,852,000	$362,000	$494,000	$346,000	$650,000
Total	$12,394,346	$2,761,015	$4,897,987	$2,474,420	$2,260,924

(1) Since the interest rates on the majority of the Company’s debt is at floating interest rates based on prime, the interest amount above is estimated.

Off-Balance Sheet Arrangements

The Company is committed to operating leases for premises and equipment as disclosed in Note 10 of the financial statements. The payment obligations are as outlined in the note, and the amounts are expensed as operating expenses in the period the lease payments are made.

Related Party Transactions

The Company has not at any time during the period since the beginning of the last fiscal year to May 1, 2008 been a party to any material transactions in which any director or officer of the Company, or any relative or spouse, or any relative of any such spouse, has any direct or indirect material interest except as discussed in the compensation section and as follows:

10

• Effective January 1, 2001, the Company sold the business and certain intellectual property and capital assets of its online home shopping business to Northland Technologies Inc. (“NTI”), a company related by way of a common director, in exchange for 12,000,000 redeemable preferred shares in NTI with a stated value of $7.8 million. Prior to January 1, 2001, this business was in the development stage and had not commenced commercial operations. On February 28, 2006 the 12,000,000 preferred shares in NTI were redeemed in exchange for the Quick Home Delivery grocery business.

• Sandman Hotels and Moxie’s Restaurants, companies with a director in common with the Company, supplied services in the amount of $16,937.

• Northwest Waste Systems, a company related to a director and officer of the Company, supplied services in the amount of $11,126.

• Mountain Spring Water Company, a company with a director and officer in common with the Company, purchased water from the Company’s spring site in the amount of $18,456.

• McRae Ventures, a company with a director and officer in common with the Company, supplied marketing consulting services in the amount of $56,959.

• Merriman, Curhan, Ford and Company, a company with a director in common with the Company, acted as the placement agent charging placement fees and expenses in the amount of $7 26,372 and was issued 167,000 warrants as disclosed in note 8 in the notes to the annual financial statements in Item 17 of this Annual Report on Form 20-F.

Fourth Quarter

In the fourth quarter of the fiscal year ended February 29, 2008, the Company had lower gross revenues compared to the same quarter in the prior year largely due to the loss of the Hansen’s^® energy drink distribution rights in Canada and lower bottling revenues related to the consolidation of production to the Edmonton plant. The Company recorded an adjustment to the carrying value of its future income tax asset of approximately $950,000 as a result of changes in future statutory tax rates enacted by the Canadian federal government through January 1, 2012.

Critical Accounting Estimates

The Company’s annual financial statements have been prepared in accordance with accounting principles generally accepted in Canada. Differences from United States accounting principles are disclosed in note 18 in the notes to the annual financial statements in Item 17 of this Annual Report on Form 20-F. Some accounting policies have a significant impact on the amount reported in these financial statements. A summary of those significant accounting policies can be found in the Summary of Significant Accounting Policies in the annual financial statements. Note that the preparation of this Annual Report on Form 20-F requires the Company to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates. The Company believes, as explained below, that the most critical accounting policies cover the following areas: goodwill; accounts receivable; inventory; revenue recognition; stock-based compensation and income taxes.

11

Goodwill

Goodwill is tested for impairment annually or if an event occurs that will more likely than not reduce the fair value of the reporting unit below its carrying value. The significant assumptions are as follows:

a.	Expected cash flows from operations of the related entity, over the next five fiscal years.
b.	Forecasted operating results based on current economic conditions and expected future events.

If management’s estimates of the cash flows or operating results do not materialize due to errors in estimates or unforeseen changes to the economic conditions affecting the Company it could result in an impairment adjustment in future periods up to the carrying value of the goodwill balance of $3,406,687. A 10% change in annual revenue estimates would not materially change the valuation of the goodwill balances.

Accounts Receivable

Accounts receivable invoices are recorded when the products are delivered and title transfers to customers or when bottling services are performed and collection of related receivables is reasonably assured. The calculations for an allowance for uncollectible amounts require significant management judgment regarding the ability to collect the amounts due. Accounts receivable are presented net of an allowance for doubtful accounts in the amount of $214,064 at February 29, 2008. A 10% change in the estimates for doubtful accounts would not result in a material change to the financial statements.

Inventory

Raw materials and finished goods purchased for resale are valued at the lower of cost, determined on a first-in, first-out basis, and net realizable value. Finished goods, produced from manufacturing operations, are valued at the lower of standard cost which approximates average cost of raw materials, direct labour and overhead and net realizable value. Errors in estimates in the standard cost calculations or obsolete inventory levels could result in adjustments to inventory values. At February 29, 2008, the inventory balance was presented net of a provision for obsolete inventory in the amount of $263,586. A 10% change in the estimates for provision of obsolete inventory would not result in a material change to the financial statements.

Revenue Recognition

Revenue on sales of products is recognized when the products are delivered and title transfers to customers. Revenues from the provision of manufacturing, bottling or other services are recognized when the services are performed and collection of related receivables is reasonably assured. The Company records shipping and handling revenue as a component of sales revenue. Incentives offered to customers including rebates, cash discounts, and volume discounts are recorded as a reduction of net sales when the sales are recognized. Commencing with the fiscal year ended February 28, 2006, slotting fees paid to various customers are recorded in prepaid expenses and amortized into sales discounts over 12 months from the date of the first sale to those customers.

12

Stock-based Compensation

Under Canadian GAAP, the Company has adopted the recommendations of CICA Handbook Section 3870, “Stock-based compensation and other stock-based payments”. Section 3870 establishes standards for the recognition, measurement and disclosure of stock-based compensation and other stock-based payments made in exchange for goods and services.

Effective March 1, 2006, the Company adopted Financial Accounting Standards Board Statement (“SFAS”) 123(R) “Share-Based Payment”, a revision to SFAS 123 “Accounting for Stock-Based Compensation” under U.S. GAAP. SFAS 123(R) requires the Company to recognize in the statement of operations the grant date fair value of share-based compensation awards granted to employees over the requisite service period. Compensation expense recognized reflects estimates of award forfeitures and any changes in estimates thereof are reflected in the period of change.

Pursuant to the provisions of SFAS 123(R), the Company applied the modified-prospective transition method. Under this method, the fair value provisions of SFAS 123(R) are applied to new employee share-based payment awards granted or awards modified, repurchased, or cancelled after March 1, 2006. Measurement and attribution of compensation cost for unvested awards at March 1, 2006, granted prior to the adoption of SFAS 123(R), are recognized based upon the provisions of SFAS 123. Prior to adoption, the Company applied the intrinsic value method to employee awards pursuant to APB 25 and related interpretations. Under the intrinsic value method, no stock-based compensation had been recognized as the exercise price of employee options equaled or exceeded the fair market value of the underlying stock at the date of grant.

Compensation costs are charged to the Consolidated Statements of Income (Loss) and Deficit or capitalized to deferred costs, depending on the nature of the award.

Income Taxes

Future income tax assets and liabilities are computed based on differences between the carrying amount of assets and liabilities on the balance sheet and their corresponding tax values using the enacted income tax rates by tax jurisdiction at each balance sheet date. Future income tax assets also result from unused loss carry-forwards and other deductions. The valuation of future income tax assets is reviewed annually and adjusted, if necessary, by use of a valuation allowance to reflect the estimated realizable amount. Significant management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. We evaluate all available evidence, such as recent and expected future operating results by tax jurisdiction, and current and enacted tax legislation and other temporary differences between book and tax accounting to determine whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. There is a risk that management estimates for operating results could vary significantly from actual results, which could materially affect the valuation of the future income tax asset. Although the Company has tax loss carry-forwards and other future income tax assets management has determined certain of these future tax assets do not meet the more likely than not criteria, and accordingly, these future income tax asset amounts have been partially offset by a valuation allowance as disclosed in Note 13 of the consolidated financial statements.

13

If management’s estimates of the cash flows or operating results do not materialize due to errors in estimates or unforeseen changes to the economic conditions affecting the Company it could result in an impairment adjustment in future periods up to the carrying value of the future income tax balance of $4,583,126. A 10% change in revenue estimates without a corresponding reduction in overhead costs over the two years ending February 28, 2010 could change the valuation of the future income tax assets to a maximum amount of $416,000. The majority of the income tax asset commences to expire February 28, 2026.

Disclosure of Outstanding Share Data

At February 29, 2008 the Company had 19,958.124 issued and outstanding common shares.

There were also 1,510,999 issued and outstanding stock options, of which 987,040 were vested and 1,817,001 outstanding warrants.

14

EX-99.7

EX-99.8

EX-99.9

2008

two decades
building brands

We Build Brands™

better ingredients.

better brands.

Never before have consumers been more concerned with enhancing and preserving healthy minds and bodies. At Leading Brands, we continue to lead the industry in our commitment to developing healthy beverages. Whenever possible we avoid the use of genetically modified additives, such as high fructose corn syrup, and instead use natural ingredients. Health-conscious consumers recognize that we are setting high standards for products that they enjoy.

Each of our premium brands must have a unique attribute or ‘selling point’ that allows it to rise above our competitors. We go to market differently than most; doing our own flavor and brand development, bottling, distribution, sales, and marketing. This gives us more control and flexibility and, when combined with our unique Integrated Distribution System™, allows us to cost effectively get our brands to all channels of trade, everywhere.

Our award-winning brands continue to be highly recognized by the industry and media alike, receiving distinction in national and local newspapers, magazines, and on radio and TV. This combination of skills and resources means we are uniquely poised to succeed in the multi-billion dollar North American beverage market.

about us.

Leading Brands operates its own ‘hot fill’ bottling facility producing a broad range of juices, sports drinks and new age beverages. We maintain distribution centers and sales offices across North America allowing us to provide consistent and seamless service from coast to coast.

We are the only fully integrated healthy beverage company in North America, allowing us a unique opportunity to capitalize on our resources, maintain our competitive advantages and benefit from consumer trends. Our expertise in all stages on the product life-cycle, from building brands to bringing them to market, helps us stay at the leading edge of the fast growing healthy refreshment beverage industry.

TrueBlue®	TrueBlue® Lite	Caesar’s Cocktail®
North America’s only national	50% less calories than	Tomato Clam cocktails with
blueberry beverage brand.	TrueBlue® Blueberry Juice.	real traditional flavor.

our brands.

Leading Brands has developed an enviable portfolio of proprietary brands. Our own beverage brands include TrueBlue®, Stoked™ Energy, Infinite Health® Water, Die Hard™, and Caesar’s Cocktails®.

With each brand, we strive to provide the highest possible quality and the lowest possible price to the consumer while maintaining superior margins. We create the brand concepts, formulations, packaging, marketing and promotional plans, and develop the distribution and sales programs across North America.

Stoked™ Energy	Infinite Health® Water	Die Hard™ Sports Energy	TrueBlue® Single Serve
Great tasting energy without	Vitamin and nutrient	Non-carbonated	More Superfruit for
High Fructose Corn Syrup.	enhanced water.	Energy drink + Sports drink	your dollar.

CORPORATE HEADQUARTERS Suite 1800 - 1500 West Georgia Street
Vancouver BC Canada V6G 2Z6 tel.            604.685.5200
fax.           604.685.5249
toll free.   1.866.685.5200 www.LBIX.com • NASDAQ: LBIX

© 2008 Leading Brands, Inc. All Rights Reserved. LXXE 0010-1 Printed in Canada.