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IT WAS AN ISSUE BEFORE I BROUGHT IT UP, AS THERE WERE MANY OTHERS WHO BROUGHT UP THE FACT THAT MODESSA DID NOT EXIST.
BLAME THE TRUE SOURCE OF THAT LIE, LYNDON.
Why do you keep saying it was me ? It wasn't, and I wasn't even the first one to post about it not existing.
Modesa financing will be revealed when Troy has everything in place. Things were pushed back because of the auditor situation and now that it has been filed the next step will be getting the finance deal together. Patience.....we will hear something.
Just to make it crystal clear...This filing was submitted right after the 14C Proxy Statement increasing the AS....Both on February 22nd withing minutes, maybe even seconds of each other.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
February 22, 2011
Date of Report (Date of Earliest Event Reported)
LEFT BEHIND GAMES INC.
(Exact name of registrant as specified in its charter)
WASHINGTON
000-50603
91-0745418
(State or other jurisdiction
of incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)
25060 HANCOCK AVENUE, SUITE 103 BOX 110, MURRIETA, CA
92562
(Address of principal executive offices)
(Zip code)
(951) 894-6597
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
. Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
. Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
. Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
. Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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”) with Modesa Enterprises LLC, a Delaware limited liability company (“Modesa” or the “Investor”), pursuant to which Modesa agreed to purchase up to an aggregate of $10,000,000 of the Company’s Common Stock from time to time and upon the election of the Company during the two year term of the Agreement.
At any time and from time to time during term of the Agreement, the Company may deliver a Put Notice to Modesa, subject to the conditions set forth in the Agreement, therein notifying the amount of shares (the “Put Shares”) which the Company is requiring Modesa to purchase, provided, however, that the Investment Amount identified in the applicable Put Notice shall not be greater than the lesser of (a) Five Hundred Thousand Dollars ($500,000), or (b) Two Hundred Fifty (250%) percent of the average of the Dollar Volume for the twenty (20) Trading Days immediately preceding the Put Date. The Purchase Price of Put Shares shall be equal to 92% of the Market Price (defined in the Agreement as the average of the two (2) lowest Closing Bid Prices during the period of five (5) Trading Days immediately following the date on which the applicable Put Notice is deemed to be delivered and during which the Purchase Price of the Common Stock is valued (the “Valuation Period”), subject to adjustment in the case of an Valuation Event per the Agreement). "Valuation Event” shall mean an event in which the Company at any time during a Valuation Period takes any of the following actions:
(a)
subdivides or combines the Common Stock;
(b)
pays a dividend in shares of Common Stock or makes any other distribution of shares of Common Stock, except for dividends paid with respect to any series of preferred stock authorized by the Company, whether existing now or in the future;
(c)
issues any options or other rights to subscribe for or purchase shares of Common Stock other than pursuant to this Agreement and the price per share for which shares of Common Stock may at any time thereafter be issuable pursuant to such options or other rights shall be less than the Closing Bid Price in effect immediately prior to such issuance;
(d)
issues any securities convertible into or exchangeable for shares of Common Stock and the consideration per share for which shares of Common Stock may at any time thereafter be issuable pursuant to the terms of such convertible or exchangeable securities shall be less than the Closing Bid Price in effect immediately prior to such issuance;
(e)
issues shares of Common Stock otherwise than as provided in the foregoing subsections (a) through (d), at a price per share less, or for other consideration lower, than the Closing Bid Price in effect immediately prior to such issuance, or without consideration; or
(f)
makes a distribution of its assets or evidences of indebtedness to the holders of Common Stock as a dividend in liquidation or by way of return of capital or other than as a dividend payable out of earnings or surplus legally available for dividends under applicable law or any distribution to such holders made in respect of the sale of all or substantially all of the Company's assets (other than under the circumstances provided for in the foregoing subsections (a) through (e).
The Closing Date of each Put Notice shall be the sixth (6th) Trading Day following the Put Date related to such Closing, or such earlier date as the Company and Modesa shall agree, provided all conditions to such Closing have been satisfied on or before such Trading Day.
If at any time or from time to time after the date of effectiveness of the Registration Statement as discussed below, the Company delivers a Blackout Notice to Modesa, Modesa shall not offer or sell any Put Shares, Warrant Shares (as defined below), or Blackout Shares (as defined below), or engage in any other transaction involving or relating to such shares, from the time of the Blackout Notice until Investor receives written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event (such period, a "Blackout Period").
In the event that, (i) within fifteen (15) Trading Days following any Closing Date, the Company delivers a Blackout Notice to Investor, and (ii) the Closing Bid Price on the Trading Day immediately preceding the applicable Blackout Period ("Old Bid Price") is greater than the Closing Bid Price on the first Trading Day following such Blackout Period that Investor may sell its Registrable Securities pursuant to an effective Registration Statement ("New Bid Price"), then the Company shall issue to Investor the number of additional shares of Registrable Securities (the "Blackout Shares") equal to the excess of (x) the product of the number of Put Shares held by Investor immediately prior to the Blackout Period that were issued on the most recent Closing Date (the "Remaining Put Shares") multiplied by the Old Bid Price, divided by the New Bid Price, over (y) the Remaining Put Shares.
2
In connection with the Agreement, the Company also issued a Warrant to Modesa. The Warrant is exercisable by Modesa to purchase up to 22,500,000 shares of Common Stock of the Company (the “Warrant Shares”) at an exercise price of $0.0038, subject to anti-dilution protection, from the issuance date to the fifth anniversary of the issuance date. Warrant is also exercisable via a “cashless exercise.”
On February 22, 2011, the Company also entered into a Registration Rights Agreement with Modesa pursuant to which the Company agreed to file a Registration Statement on Form S-1 with the Securities and Exchange Commission with 30 days of the agreement therein registering a sufficient amount of shares issuable by the Company under the Agreement and the Warrant.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
LEFT BEHIND GAMES INC .
DATE: February 22, 2011
By:
/s/ TROY A. LYNDON
Name:
Troy A. Lyndon
Title:
Chief Executive Officer, Chief Financial Officer and Chairman of the Board
No mention of Modessa or Modesa or the word funder in either filing.
On February 22, 2011, Left Behind Games, Inc., a Nevada corporation (the “Company”), entered into an Equity Purchase Agreement (the “Agreement”) with Modesa Enterprises LLC, a Delaware limited liability company (“Modesa” or the “Investor”), pursuant to which Modesa agreed to purchase up to an aggregate of $10,000,000 of the Company’s Common Stock from time to time and upon the election of the Company during the two year term of the Agreement
YOU ARE WRONG!!!
This was from Feb 22, 2011
The first post about Modessa was several days later.
This is the filing of the mention of the increase of the A/S to 10 billion from 5 billion shares.
There is NO mention of a funder, let alone the name of a funder.
That announcement was several days later.
www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7744269
On February 22, 2011, Left Behind Games, Inc., a Nevada corporation (the “Company”), entered into an Equity Purchase Agreement (the “Agreement”) with Modesa Enterprises LLC, a Delaware limited liability company (“Modesa” or the “Investor”), pursuant to which Modesa agreed to purchase up to an aggregate of $10,000,000 of the Company’s Common Stock from time to time and upon the election of the Company during the two year term of the Agreement.
Maybe days after some started questioning after you started posting about it. The fact remains, both filings were done on the same day, within minutes of each other, and top billing went to AS increase.
Just to clear this matter up...BOTH filings were done on the SAME day within minutes of each other. February 22, 2011
http://precisionir.api.edgar-online.com/EFX_dll/EdgarPro.dll?FetchFilingHTML1?SessionID=M23-FCbEHmpAVwv&ID=7744269
http://precisionir.api.edgar-online.com/EFX_dll/EdgarPro.dll?FetchFilingHTML1?SessionID=M23-FCbEHmpAVwv&ID=7744269
I beg to differ with you in your example! The company where you said the pps barely moved after the increase in AS is a bad example because it certainly DID fall!! I was there when it happened!!! lol
You can say it till you're blue in the face. Once someone is determined to see fraudulent behavior, even where there is none, nothing is going to sink in. As was mentioned before, there was only one poster who started questioning Modesa back then....but there was a fury of posters who were posting about the AS increase. That shows where the concern was and why the market reacted negatively at that point.
Nice. Thank you for taking the time to show that there are investors who support this company!
When honor and faith are involved, ALL must must be pleased 100% of the time, and no less.
LOL...It's a conspiracy!!! Yes, it has to be!!! A conspiracy to take investors money!!! Troy has had success since the age of 13. He's developed 100's of video games, he's created bible reading software, he's holds patents to innovative technology, he's built a multi-million dollar company, he's been a missionary for several years, he's produced/directed Christian short films, and now he has started a company that falls in line with his life goals of being a witness to the unchurched in the form of video games....HE DID ALL OF THIS TO TAKE YOUR MONEY????!!!!!! Please, gotta find a better argument than that. :)
Teflon might be a good thing with all the accusations being thrown at him!! Comes with the territory. Can't please everyone 100% of the time when money is involved.
Absolutely! Funding WILL happen. Who cares what they want to call themselves as long as they have the dough to go!! :)
Sorry, typing on the fly. Modesa does exist :)
Modessa doesn't exist, as it's a lie, and a felony to give out a phony name of a funder.
We still have another week and a half until the end of September to hear about Modessa.
And did so on no news!! LOL
2 at .0003
:) Didn't mean to wear you down. Healthy debate is good! Life would be boring if everyone agreed, would it not? You don't have to use your one post to answer that!
Moral of the story. Everyone has their opinion about LFBG and their reasons behind it, but in the end we gotta play it within our own comfort level and nothing more:)
Yes, they have come a long way. It takes money to develop games and break into a new market. That's why they went public! It was a necessary evil. I'm sure if money were no object they would have stayed private:)
In the first nine years, only a few games were developed and released. The first game didn't come out until 2006 and another game wasn't released until 2008! Their releases have been sporadic, at best, with Charlie Church Mouse coming into the equation much later, not sure on the dates. But the point is, it took them 3 years to get the first game on the market, and another 5 years to have 5 game title to their library. They have hit some road blocks, had to downsize, and dilute...not a secret. But in ONE year, they have developed 6 game titles, almost doubling product line, created an online digital download store using their own technology, and acquired one of their competitors and a Christian social media website. They have done a lot in one year! That's what I meant by things take time. Taking into consideration how long it took just to get things in order to release the first couple games, I think they have come a long way.
We've had discussion on how the Christian market is a tough market to break into. We've discussed the need for adapting to change in order to survive. The Christian video game market is a niche market, just as Christian music once was. It takes time to make a mark. This video is from December 2008 and it is focused on Christian music but it DIRECTLY corresponds to what we are facing today with LFBG breaking into the video game market. It talks specifically about digital downloads and online stores being the next phase in distribution as technology progresses moving away from the brick and mortar store fronts....and that is where we are today. The die hard fan will find a way to purchase once the foundation is laid and the framework in place. Even though this video was shot in late 2008, he talks about really breaking the mold in 2011-2012. The point is, LFBG is emerging just as Christian music once did and it is on the forefront of technology for distribution of its product. We may have some unanswered questions at this point....but emergence takes time. Rome wasn't built in a day:)
http://www.artistshousemusic.org/videos/adapting+to+change+in+the+christian+music+industry
Well then I hope Santa is very good to me this year!!!
Speaking of Christmas...Let's not forget that it is just around the corner and, therefore, I would think marketing/advertising will begin soon along with the financing!
If he does release 6 new games by 25 Oct the money to do so has to come from some place
:) What I find pleasant....you may not. No play on words, just my opinion!
Watch and see....You may be pleasantly surprised.
Certainly does. I fully believe Troy will announce information about funding in the next couple weeks.
Depends on who you ask.
It is fine that there days to end of month...and there is still time...just would like to understand why he would announce something that has, to date, no shred of truth to it....or at least can't be validated....and what is taking so long....
But still in September...
New Online Store Grand Opening...
http://www.inspiredgames.com/htmls/GrandOpeningEmail.html
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