LGCP Legion Capital Corporation (CE)

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

The Company reports that it has completed the change of its jurisdiction of incorporation from the State of Nevada to the Canadian federal jurisdiction under the Canada Business Corporations Act (the “ CBCA ”) by way of continuation (“ Continuation ”). The Company’s shareholders approved the Continuation at a special meeting of shareholders held on November 14, 2007. The Company completed the filing of Articles of Conversion with the Nevada Secretary of State on November 16, 2007. The Company’s Articles of Continuance were accepted for filing by Industry Canada effective November 20, 2007. The effect of these filings is to transfer the jurisdiction of incorporation of the Company from the State of Nevada to the Canadian federal jurisdiction under the CBCA. Copies of the Company’s new constating documents, being its Articles of Continuance and its By-Laws, are attached hereto as exhibits.

The Company’s common shares remain registered under Section 12(g) of the Securities Exchange Act of 1934 (“ Exchange Act ”) as a result of the operation of Rule 12g-3 of the Exchange Act. There was no change to the Company’s board of directors or officers. The Company is now a Canadian federal corporation governed by the CBCA.

As a consequence of completion of the Continuation, the Company plans to complete an assessment as to whether the Company meets the Securities and Exchange Commission’s (the “ SEC ”) definition of a “foreign private issuer”, as defined under Rule 3b-4 of the Exchange Act. If the Company meets the definition of a “foreign private issuer”, it anticipates that it will file continuous disclosure reports with the SEC as a “foreign private issuer”, which reports would include an annual report on Form 20-F. If the Company is a “foreign private issuer”, the Company will not be subject to the proxy statement requirements of the Exchange Act and its insiders will not be subject to the insider reporting requirements of the Exchange Act. The Company will, however, be required to continue to file with the SEC on Form 6-K its quarterly financial statements, management discussion and analysis, information circulars which it files in connection with meetings of its shareholders, material change reports and press releases that its files with securities commissions in Canada.