Left Behind Games (fka LFBG)

[Sharktnk]

Did you take the time to read them? Posting a bunch of links to the same story does not constitute DD or an amazing find.

That's a pretty narrow take, did you read the more succinct matters at hand here?

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A $10,000,000 financing agreement would require an S-1 filing and approval from the SEC. I doubt that will even happen. ECDC has yet to file an S-1 and LFBG probably won't bother filing one either. S-1 filings are expensive and can take months to get approved (if ever).

It is possible the whole agreement was just signed to create some hype for the stock as they try to max out the 10,000,000,000 billion authorized common shares before the inevitable, already announced and approved 1:500 Reverse split. I never could understand why investors consider these toxic debt arrangements as good for their investment. They only lead to dilution which hurts the share price. The money raised from these financing agreements is usually only used to pay company insiders and cover past due expenses - not to build future operations.


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The 8K filing does give us some important information.

First it tells us a recent share count for LFBG and points out the huge amounts of newly printed shares that have been issued lately.

As of the date hereof, the authorized capital stock of the Company consists of ten billion (10,000,000,000) shares of Common Stock, $0.001 par value per share, of which 9,279,729,778 shares were issued and outstanding as of October 4, 2011.

9,279,729,778 outstanding common shares as of October 4, 2011

According to the DEF14C statement there were

8,379,641,409 outstanding common shares as of September 23, 2011

Which was probably just copy and pasted from the 10Q for the period ending June 30, 2011 which said

8,379,641,409 outstanding common shares as of August 22, 2011
7,795,992,203 outstanding common shares as of June 30, 2011
5,366,945,531 outstanding common shares as of March 31, 2011

So in the last 6 months LFBG diluted over 3.9 billion shares
In the last 3 months LFBG diluted almost 2.5 billion shares
In the last 6 weeks LFBG diluted over 900,000,000 shares

That's some pretty disgusting dilution yet people still buy the stock ignoring all the discounted shares that are being issued to insiders through dirty debt Note arrangements and arms length consulting agreements.


The other thing the 8K tells us is that Southridge Partners II, LLP will receive 83,333,333 shares of a new series of preferred shares valued at $25,000 just for signing the agreement. Doesn't matter if the toxic financing agreement ever gets approved by the SEC or if LFBG even attempts to get it approved by filing an S-1.

(b) PREFERRED STOCK. As a condition for the execution of this Agreement by the Investor, on the Effective Date or as promptly as possible after such date, the Company shall issue to Investor 83,333,333 shares of a new series of non-voting preferred stock with a stated value equal to $25,000.00, that are convertible into shares of the Company’s common stock at any time at the option of the Investor, at a conversion price equal to $0.0003 per share.

Section 10.7

FEES AND EXPENSES. The Company agrees to pay its own expenses in connection with the preparation of this Agreement and performance of its obligations hereunder, and in accordance with Section 2.1(b) above, shall issue to the Investor 83,333,333 shares of a new series of non-voting preferred stock, with a stated value equal to $25,000, to cover its expenses in connection with the preparation of this Agreement and performance of Investor’s obligations hereunder.


Those 83,333,333 preferred shares convert into common stock at a price equal to $.0003/share. We'd have to see the actual conversion terms. Do they convert into $25,000 of common stock regardless of the stock price (meaning the higher the stock price the less common shares they can become and the lower the stock price the more common shares they become) or do they convert into common shares at a price of $.0003/share regardless of the price of the commons (which is bad because of the upcoming 1:500 reverse split).


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