LFBG Red Flags with lots of financials problems.
Post# of 267
LFBG Red Flags with lots of financials problems.
besides it's financial problems and diluting investors which he makes it clear that he needs to dilute to raise funds, he plays with peoples beliefs and using FAITH as a tool to mislead them into buying for example lying about a funding partnership when the company does'nt even exist in any SOS Corp Database.
RED FLAG # 1 : They we're late in there filings, they filed a NT-10K on June 30th, due date was July 15th (filings released August 5th with bad results) now theres a another late filing NT-10Q from Aug 11th, still not released on Aug 21st
RED FLAG # 2 : July 14 filed a Form 4 (see below) & a 8k stating about some complaints about the SEC and said will file 2 years audits at the end of JULY.
RED FLAG # 3 : was ranked OTCqb a/o July 15th, they got downgraded to " Pink Limited Info " and re-uplisted on August 6th to OTCqb
RED FLAG # 4 : the Law Firm of Mrs Virginia Sourlis had legal problems with the SEC including having ties with famous names like Joe Overcash (see nodummy's link below)
RED FLAG # 5 : Struggles with finance operations: 80% loss of market cap, unable to pay important vendors, difficulty raising capital and more.
RED FLAG # 6 : they continue to generate operating losses and expect to need to continue to raise capital through the sale of debt or equity more DILUTION " We plan to continue to provide for our capital requirements by issuing additional equity securities "
RED FLAG # 7 : stating an ENTITY in Delaware named " Modesa Enterprises LLC " is funding the company by entering into an AGREEMENT to purchase equity in his company worth 10 million dollars, but actually is not legally registered with Delaware or any state, that is ILLEGAL.
Quote:
Company Overview http://www.leftbehindgames.com/CompanyOverview.php
Left Behind Games Inc. is a publicly-traded exclusive publisher of Christian modern media. It is the world leader in the publication of Christian video games and a Christian social network provider.
Trade names include Inspired Media Entertainment, LB Games®, Cloud 9 Games® and MyPraize®. The company and its subsidiaries produce quality interactive experiences including entertainment products that perpetuate positive values and appeal to faith-based and mainstream audiences
> LFBG - LEFT BEHIND GAMES INC. http://www.leftbehindgames.com
Phone: (951) 894-6597
Address: 25060 Hancock Ave, Ste 103 Box 110
Location: Murrieta, CA 92562
Company Officers
> CEO - TROY A LYNDON - (Wife Robilyn Lyndon)
> Profile http://troylyndon.com or http://www.linkedin.com/in/troylyndon
-CFO_James B. Frakes
-IR_Norma Mortensen
-J. Crane CPA, P.C. or Malone Bailey LLP Auditor
> Law Firm - www.SourlisLaw.com
Virginia K. Sourlis, Esq.
The Courts of Red Bank
130 Maple Avenue, Suite 9B2
Red Bank, New Jersey 07701
T: (732) 530-9007 F: (732) 530-9008
> N0Dummie's post about Mrs Sourlis
http://www.investorshangout.com/post/view?id=12470
> Ownership of an entity in Delaware has the option to stay anonymous but not the ENTITY, it will still be listed in the database
http://www.investorshangout.com/post/view?id=12467
Share Structure a/o July 31 2011 http://www.otcmarkets.com/stock/LFBG/company-info
-Transfer Agent 208-664-3544 http://www.columbiastock.com
O/S 7,7 bil (5 bil feb 2011)
FLOAT ? ?
A/S 10 bil or unlimited
Pref Restricted 60 mil
Quote:
"Undesignated preferred stock, $0.001 par value, 39,989,000 shares authorized, none issued and outstanding
Series A convertible preferred stock, $0.001 par value; 3,586,245 shares authorized; 3,586,245 shares issued and outstanding; liquidation preference of $188,500
Series B convertible preferred stock, $0.001 par value; 16,413,755 shares authorized; 7,890,529 and 11,040,929 shares issued and outstanding as of March 31, 2011 and 2010, respectively
Series C preferred stock, $0.001 par value: 10,000 shares authorized, issued and outstanding as of March 31, 2011 and 2010
Series D convertible preferred stock, $0.001 par value; 1,000 shares authorized, 9 shares issued and outstanding as of March 31, 2011 and 2010, respectively
========= Filings Info =========
*** Heres the filings Before Octobers Fillings ***
> "PRE-14c" Sept 23 2011 SCHEDULE 14C INFO for a Reverse Split of 1/500
http://www.otcmarkets.com/edgar/GetFilingHtml...ID=8159941
Quote:
To effect a One (1) for Five Hundred (500) reverse stock split (1:500), whereby, as of the Record Date, for every five hundred shares of Common Stock then owned, each stockholder shall receive one share of Common Stock, with fractional shares being rounded up the nearest whole number.
Mr. Lyndon owns an aggregate of 113,027,378 shares of Common Stock and 10,000 shares of Series C Preferred Stock. Each share of Common Stock has the right to one vote on the proposal above and each Series C Preferred Stock has the voting equivalency of one million shares of Common Stock; thereby giving Mr. Lyndon total voting power equal to 10,113,027,378 shares of Common Stock, approx 54.9% of the total voting securities (18,391,118,183 shares consisting of the following issued and outstanding shares: 8,379,641,409 shares of Common Stock, 3,586,245 of Series A Preferred Stock, 7,890,529 shares of Series B Preferred Stock and 10,000 shares of Series C Preferred Stock having the voting equivalency of 10 billion shares of Common Stock). Mr. Richard J. Knox, Jr. who owns 9,305,714 shares of Common Stock also approved of the above proposal. Together, Mr. Lyndon and Mr. Knox own the voting equivalency of 10,122,333,092 shares of Common Stock, approx 55.04% of the issued and outstanding voting securities
> "8k" Sept 23 2011 Shareholder Letter, Giving Reasons of the R/S
http://www.otcmarkets.com/edgar/GetFilingHtml...ID=8159913
Quote:
Based upon a newly discovered FINRA Rule established in June 2010, the lowest increment our stock price can trade (as displayed) is $0.0001.
FINRA Rule 6434. Minimum Pricing Increment for OTC Equity Securities No member shall display, rank, or accept a bid or offer, an order, or an indication of interest in any OTC Equity Security priced in an increment smaller than $0.0001 if that bid or offer, order or indication of interest is priced less than $1.00 per share except, where an order or indication of interest is priced less than $0.0001, a member may rank or accept (but not display) such order or indication of interest in an increment of $0.000001 or greater.
Because of the closeness of our current price-per-share in relation to this threshold, our Board of Directors believes that the current market conditions may soon seriously impact the company’s ability to use shares to pay for new product development, marketing services or raise private capital. To make matters more complicated, we have identified only two clearing firms that will accept our sub-penny shares and provide liquidity for our investors.
Therefore, the Board of Directors has decided to solve these problems by performing a reverse-split . Although I had originally considered it important to survey our shareholders to gain consensus before taking such action, numerous shareholders have spoken out suggesting that failing to act in consideration of this FINRA rule, could risk illiquidity
> "S-8" Sept 8 2011 " stock compensation plan " they registered another 1 bil shares at 0.00045 value
http://www.otcmarkets.com/edgar/GetFilingHtml...ID=8138369
> "8k" Sept 6 2011 Hinting an upcoming R/S and saying the GVNT has a "sanctioned pump and dump scheme"
http://www.otcmarkets.com/edgar/GetFilingHtml...ID=8135439
Quote:
Finally, I hope as a shareholder, you will support my attempt to make another appeal to the SEC requesting them to eliminate the market-manipulation that occurs when a reverse-split is announced “before” it is effectuated. Right now, any such split has to be announced at least 3 weeks in advance…I call it the government sanctioned pump and dump scheme. Until the SEC solves this problem, our company and numerous other sub-penny stocks cannot perform a reverse-split and return to respectable price-per-share levels without possible shorting, market manipulation and a risk too-great for our investors. Unfortunately, until the SEC solves this big problem, we will continue to experience more significant dilution to keep the company funded until it reaches profitability.
> "10-Q/A" August 29 2011
http://www.otcmarkets.com/edgar/GetFilingHtml...ID=8122460
> "SC-13G" August 26 2011
http://www.otcmarkets.com/edgar/GetFilingHtml...ID=8120792
> "NT-10Q" August 11 2011 (suppose to be released 5 days after stil not released)
http://www.otcmarkets.com/edgar/GetFilingHtml...ID=8092951
> "10k" August 5 2011 "2 years Audits" (periods ending March 2011)
http://www.otcmarkets.com/edgar/GetFilingHtml...ID=8079850
Quote:
Need for substantial additional funds
At March 31, 2011 we only had $21,180 cash on hand and our stockholders’ deficit was $70,870,169 , there is substantial doubt as to the ability of our Company to continue as a going concern. we had no accounts receivable and we had $1,597,350 in accounts payable and accrued expenses . We currently need additional funds to finance our operations and the development of our product line within the next 12 months .
...........................
To date, we have financed our operations primarily through the sale of shares of our common stock . During the fiscal year ended March 31, 2011 , we raised net proceeds of $738,927 from the sale of 868,548,940 shares of our common stock . We continue to generate operating losses and expect to need to continue to raise capital through the sale of debt or equity in order to continue our operations for the foreseeable future.
Quote:
NOTE 3 - GOING CONCERN p.F-11
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of LBG as a going concern. We have incurred net losses of $5,487,843 and $21,327,855 during the years ended March 31, 2011 and 2010 , respectively, and had an accumulated deficit of $70,870,169 at March 31, 2011. In addition, we used cash in our operations of $744,229 and $2,070,177 during the years ended March 31, 2011 and 2010 , respectively.
We plan to continue to provide for our capital requirements by issuing additional equity securities . No assurance can be given that additional capital will be available when required or on terms acceptable to us. We also cannot give assurance that we will achieve significant revenues in the future. The outcome of these matters cannot be predicted at this time and there are no assurances that if achieved, we will have sufficient funds to execute our business plan or generate positive operating results.
Quote:
NOTE 15 - SUBSEQUENT EVENTS
From April 1, 2011 through July 31, 2011, we borrowed a total of $158,000 from a third party. The loans bear interest at 5% per annum and are due within six months from the date of the note.
From May 1, 2011 through June 30, 2011, we borrowed a total of $25,000 from a third party. The loans bear interest at 10% per annum and are due within two years from the date of the note.
From April 1, 2011 through July 31, 2011, we received $205,812 in net proceeds from the sale of 733,314,805 shares of common stock to accredited investors.
From April 1, 2011 through July 31, 2011, we issued 173,737,374 shares to consultants and contractors for services rendered through July 31, 2011.
From April 1, 2011 through July 31, 2011, we issued 40,000,000 shares to debt and convertible note holders for the conversion of debt and accrued interest.
From April 1, 2011 through July 31, 2011, we issued 56,250,000 shares to employees as bonuses.
From April 1, 2011 through July 31, 2011, we issued 1,306,258,009 to shareholders of convertible warrants that were issued subsequent to March 31, 2011.
As of July 15, 2011, we are in the process of restructuring our purchase of the assets of MyPraize, LLC, due to the company’s inability to pay for the cash compensation of the acquisition agreement. MyPraize, LLC has indicated in writing a desire for such restructuring to provide us an additional 9 months to provide such cash necessary to complete the monetary compensation of the acquisition.
Quote:
Recent Sales of Unregistered Securities
During the fiscal year ended March 31, 2011, we completed the following transactions involving our common stock:
Ÿ we raised net proceeds of $738,927 from the sale of 868,548,940 shares of our common stock to accredited investors at an average price of $0.0009.
Ÿ we issued to independent third parties 629,223,486 shares of common stock for services provided, valued at $1,172,505. All shares issued to third parties during the year were fully vested and non-forfeitable on the date of grant, resulting in the entire amount of $1,172,505 being expensed during fiscal 2011.
Ÿ we issued 275,270,325 shares of common stock with a fair value of $594,603 for settlement of notes payable and accounts payable with a carrying value of $516,512. The difference between the fair value of the common stock and the carrying value of the payables settled of $78,092 was recorded as a loss on settlement of debt.
Ÿ we issued 1,231,000,000 shares of common stock for conversion of $335,938 of debt originally issued under consulting arrangements.
Ÿ we issued 43,225,511 shares of common stock with a fair value of $103,742 to certain private placement investors for anti-dilution price protection. The anti-dilution provisions of their original subscription agreements expired in September of 2010 .
Ÿ we issued 3,150,400 shares of common stock for the conversion of an equivalent number of shares of preferred stock – series B.
Ÿ we issued 25,500,000 shares of common stock with a fair value of $9,000 for inventory.
From April 1, 2011 to July 31, 2011, we received $204,812 in net proceeds from the sale of 733,314,805 shares of common stock to eleven accredited investors, one of whom was a director.
> "8k" July 14 2011 - interesting READ blaming the SEC and explaining several Comlaints and again mentionning the Funding of the non-existent Entity thats not even spelled the same as in his previous 8k.
http://www.otcmarkets.com/edgar/GetFilingHtml...ID=8041223
Quote:
Complaint #1 (there is 5 complaints in all)
Due to the private transaction which occurred between the PCAOB (a division of the SEC) and our former auditor which was announced in January 2011, our financials were taken out of compliance out of no fault of our own. To be clear, this was NOT as a result of anything lacking in our financial reporting. We have been compliant since we went public more than 5 years ago. But as a result of this government interference, we have:
- experienced a loss of more than 80% in the company’s market-cap ;
-have continually had difficulty raising capital from investors because our financials have been out of compliance;
-been unable to file a necessary registration statement to keep the business financed;
-been unable to adequately market our products to the broader video games industry. (i.e. we wrote-off $40,000 in pre-paid cash for a large booth at the largest video game convention in America because we didn’t have the additional cash to construct a newer, larger booth in-timebecause of our inability to build the new booth);
-had to restructure our agreement and delay the release date of MyPraize 2, the MyPraize social network;
-been unable to pay important vendors which is expected to result in significantly less sales this next year.
> "Form 4" July 14 2011 http://www.otcmarkets.com/edgar/GetFilingHtml...ID=8041201
Quote:
-"showing a 1 bil stocks purchase priced @ 0$ on June 13
-and a 490 mil stock dispostition on July 8 priced @ 0.0004 = a nice 196k
-also On June 13, 2011, the Reporting Person exchanged 100 shares of Series D Convertible Preferred Stock into 100,000,000 shares of Common Stock ($ 40k)
> "Def14c" Mar 7 2011 - Raising A/S from 5 bil to 10bil ( after claiming a Ghost funding of 10 mil from a non existent Entity on Feb 22 )
http://www.otcmarkets.com/edgar/GetFilingHtml...ID=7778563
> "8K" Feb 22 2011 10mil agreement with " Modesa Enterprises LLC " which the Entity DOES'NT EXIST in DELAWARE database.
http://www.otcmarkets.com/edgar/GetFilingHtml...ID=7744294
Quote:
Item 1.01 Entry into a Material Agreement.
On February 22, 2011, Left Behind Games, Inc ., a Nevada corporation (the “Company”, entered into an Equity Purchase Agreement (the “ Agreement”
Quote:
Go here https://delecorp.delaware.gov/tin/EntitySearch.jsp
Click on the Link " Name Reservation " then in " ENTITY kind " chose " Limited LIability Company " then test all 3 choices in " Entity Ending "
Try all names > "Modesa Enterprises" / Modesa Enterprise / Modessa Enterprises / Modessa Enterprise
you will see they are all available for reservations ? you can test a company that is listed and try to reserve it and you will see it gives you a messsage
which in return means that " Modesa Enterprises LLC " as stated in the 8k is a FAKE LLC company
> Heres a TEST with a company that EXIST in DELAWARES SOS CORP DATABASE and it's NOT AVAILABLE for RESERVATION
Quote:
> Nov 29 2010 "Huge R/S cancellation but Reincorporation to a New State with a small R/S"
http://www.otcmarkets.com/edgar/GetFilingHtml...ID=7580885
Quote:
Item 8.01 Other Events.
To reincorporate (the “Reincorporation”
ABANDONMENT OF REVERSE STOCK SPLIT – REVISED PROPOSAL
On November 26, 2010, the Board of Directors and majority stockholders voted to abandon the Reverse Split. They did, however, confirm their vote to reincorporate the Company in the state of Nevada as soon as possible
========= SOS Corp Info =========
> LEFT BEHIND GAMES INC. " ACTIVE " Pres = TROY A LYNDON Dir/Sec/Tre = RICHARD KNOX
a/s raised from 5 bil to 10 bil on March 31 2011
-25060 HANCOCK AVENUE SUITE 103-110 MURRIETA CA 92562
http://nvsos.gov/sosentitysearch/CorpDetails....&nt7=0
> INSPIRED MEDIA, INC. " ACTIVE " Pres/Dir/Sec = TROY A LYNDON
a/s 20 mil shares
-25060 HANCOCK AVENUE SUITE 103-110 MURRIETA CA 92562
+5873 EAST MONROE AVENUE LAS VEGAS NV 89110
http://nvsos.gov/sosentitysearch/CorpDetails....%253d%253d
> MYPRAIZE, INC. " ACTIVE " Pres/Dir/Sec = TROY A LYNDON + Dir = RICHARD KNOX JR & SR
a/s 20 mil shares
-25060 HANCOCK AVENUE SUITE 103-110 MURRIETA CA 92562
http://nvsos.gov/sosentitysearch/CorpDetails....%253d%253d
> CLOUD 9 GAMES, INC. " NOT IN GOOD STANDING " File ID # 0800518621
8012 BERNARD ST VOLENTE, TX 78641-9658
Pres CURTIS RATICA / Gov JENNIFER RATICA 16108 BRAESGTE AUSTIN , TX 78717
https://ourcpa.cpa.state.tx.us/coa/servlet/cp...2032128774
> Looking at his history One of his previously owned Company stands out
Quote:
Over 5 years, Micheal Knox and Lyndon (Co-founder and President) of North America's largest independent video game development company (1989-1993) 0, contracted by Electronic Arts, Park Place Productions , grew to 130 employees with several separate divisions, including Game Development, Publishing and Testing, servicing at peak 14 publishers while making 45 games at once.
> But At the end of December 1993 the company collapsed.
-After milestones for some of the projects hadn't been met, publishers denied further payments, which worsened the situation.
-One large customer that accounted for 30% of business, decided to pull out of its contracts.
-This led to a chain reaction with other business partners dropping their projects.
- Park Place Productions could not pay its employees in December 1993.
-Before the end of December 1993, a group of 30 employees started to work for a newly established operation of Sony Imagesoft based in San Diego's Sorrento Valley.
The company itself was obviously not managed properly, Co-founder Troy Lyndon had left two months earlier.
source HERE
- i read in the latest 8k of Sept 23rd about the R/S, he said this
Quote:
To make matters more complicated, we have identified only two clearing firms that will accept our sub-penny shares and provide liquidity for our investors.
- also in the 8k of Sept 6th the CEO said this (NO COMMENTS..lol)
Quote:
I call it the government sanctioned pump and dump scheme. Until the SEC solves this problem
with the R/S it's now officially renamed to "Left Behind Shareholders"
(0)
(0)