Left Behind Games (LFBG) 10-K/A 2009 FY Annual report (amended)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 2)

(Mark One)

 X.

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended:March 31, 2009

.

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission File No.:000-50603

LEFT BEHIND GAMES, INC.

(Exact name of registrant as specified in its charter)

Washington	91-0745418
(State or other jurisdiction of	(I.R.S. employer
incorporation or formation)	identification number)

25060 Hancock Avenue

Suite 103 Box 110 

Murrieta, California 92562

(Address of principal executive offices)

Issuer’s telephone number:	(951) 894-6597
Issuer’s facsimile number:	N/A

N/A

(Former name, former address and former

fiscal year, if changed since last report)

Copies to:

The Sourlis Law Firm

Virginia K. Sourlis, Esq.

214 Broad Street

Red Bank, New Jersey 07701

 (732) 530-9007 

www.SourlisLaw.com

Securities registered under Section 12(b) of the Exchange Act:

None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.001 par value per share

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes. No X.

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes. No X.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X. No.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes. No.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” "non-accelerated filer" and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	.	Accelerated filer	.
Non-accelerated filer	.	Smaller reporting company	X.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes. No X.

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed fiscal quarter.

The aggregate market value of the Common Stock held by non-affiliates was approximately $9,881,277 based upon 1,703,666,465 shares at the closing price of the Common Stock of $0.0058 as reported by the Over-the-Counter Bulletin Board ("OTCBB") on December 31, 2009.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:

The number of shares of the Common Stock of the registrant outstanding as of March 18, 2010 was 1,867,695,843.

DOCUMENTS INCORPORATED BY REFERENCE:

None.

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EXPLANATORY NOTE

We are filing this Amendment No. 2 to Form 10-K for the fiscal year ended March 31, 2009, as originally filed with the SEC on July 15, 2009, and as amended for the first time on October 22, 2009, to (1) revise Item 9A(T) to report on management’s assessment of internal control over financial reporting, and (2) file currently dated certifications by our principal executive and principal financial officer.

This Amendment No. 2 continues to speak as of the date of the original Form 10-K for the fiscal year ended March 31, 2009 and we have not updated or amended the disclosures contained herein to reflect events that have occurred since the filing of Amendment No. 1 of the Form 10-K, or modified or updated those disclosures in any way other than as described in the preceding paragraph. Accordingly, this Amendment No. 2 should be read in conjunction with our filings made with the SEC subsequent to the filing of the original Form 10-K on July 15, 2009.

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ITEM 9A(T). CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer ("CEO"), who is also our acting Chief Financial Officer ("CFO"), we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act as of a date (the "Evaluation Date") within ninety (90) days prior to the filing of our March 31, 2009 Form 10-K.

Based upon that evaluation which included the material weakness described in Management’s Annual Report on Internal Control Over Financial Reporting below, our CEO has revised his initial conclusion and believes that, as of March 31, 2009, our disclosure controls and procedures werenoteffective in timely alerting management to the material information relating to us (or our consolidated subsidiaries) required to be included in our periodic filings with the SEC.

Internal Control over Financial Reporting

(a) Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the registrant’s annual or interim financial statements will not be prevented or detected on a timely basis.

Our management, with the participation of its CEO, assessed the effectiveness of our internal control over financial reporting as of March 31, 2009. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of The Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on that assessment under such criteria, management concluded that our internal control over financial reporting wasnot effective as of March 31, 2009 due to control deficiencies that constituted material weaknesses.

Management in assessing its internal controls and procedures for fiscal 2009 identified a lack of sufficient segregation of duties, particularly in cash disbursements. Specifically, this material weakness is such that the design of controls over the area of cash disbursements relies primarily on detective controls and could be strengthened by adding preventative controls to properly safeguard company assets.

Management has identified a lack of sufficient personnel in the accounting function due to the limited resources of the Company with appropriate skills, training and experience to perform the review processes to ensure the complete and proper application of generally accepted accounting principles, particularly as it relates to taxes. Specifically, this material weakness led to segregation of duties issues and resulted in audit adjustments to the annual consolidated financial statements and revisions to related disclosures, including tax reporting.

We are in the process of developing and implementing remediation plans to address our material weaknesses.

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Management has identified specific remedial actions to address the material weaknesses described above:

·

Improve the effectiveness of the accounting group by continuing to augment our existing resources with additional consultants or employees to improve segregation procedures and to assist in the analysis and recording of complex accounting transactions and preparation of tax disclosures. We plan to mitigate the segregation of duties issues by hiring additional personnel in the accounting department once we have achieved positive cash flow from operations, or has raised significant additional working capital.

·

Improve segregation procedures by strengthening cross approval of various functions including cash disbursements and quarterly internal audit procedures where appropriate.

Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

CHANGES IN CONTROLS AND PROCEDURES

There were no changes made in our internal controls over financial reporting during the year ended March 31, 2009 that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. We were not required to have, nor have we, engaged our independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to the rules of the Commission that permit us to provide only management’s report in this annual report.

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ITEM 15. EXHIBITS.

(a) Exhibits. The following documents are filed as part of this report:

Exhibit 3.1	Articles of Incorporation dated March 29, 1961***
Exhibit 3.2	Amendment to Articles of Incorporation dated August 20, 1962***
Exhibit 3.3	Amendment to Articles of Incorporation dated October 17, 1977***
Exhibit 3.4	Amendment to Articles of Incorporation dated June 15, 1999***
Exhibit 3.5	Amended and Restated Articles of Incorporation dated January 30, 2004***
Exhibit 3.6	Bylaws***
Exhibit 10.1	Share Exchange Agreement**
Exhibit 10.2	Employment Agreement with Troy A. Lyndon**
Exhibit 10.3	Addendum dated June 2, 2004 to Employment Agreement with Troy A. Lyndon**
Exhibit 10.4	Addendum dated February 1, 2005 to Employment Agreement with Troy A. Lyndon**
Exhibit 10.5	Employment Agreement with Jeffrey S. Frichner**
Exhibit 10.6	Addendum dated June 2, 2004 to Employment Agreement with Jeffrey S. Frichner**
Exhibit 10.7	Addendum dated February 1, 2005 to Employment Agreement with Jeffrey S. Frichner**
Exhibit 10.8	Employment Agreement with Thomas H. Axelson**
Exhibit 10.9	Addendum dated June 2, 2004 to Employment Agreement with Thomas H. Axelson**
Exhibit 10.10	Addendum dated February 1, 2005 to Employment Agreement with Thomas H. Axelson**
Exhibit 10.12	Distribution Agreement with COKeM International****
Exhibit 10.13	Separation Agreement with Jeffrey S. Frichner*
Exhibit 14.1	Code of Ethics for Chief Executive Officer and Senior Financial Officers***
Exhibit 16.1	Letter of Haskell & White LLP, dated November 13, 2008*****
Exhibit 31.1	Certification of principal executive officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32.1	Certification of principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Incorporated by reference from Form 8-K filed on June 13, 2007

** Incorporated by reference from Form 8-K filed on February 10, 2006

*** Incorporated by reference from Form 10-SB filed on February 23, 2004

**** Incorporated by reference from Form 10K-SB filed on July 16, 2007

***** Incorporated by reference from Form 8-K filed on November 13, 2008

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

LEFT BEHIND GAMES INC.

(Registrant)

March 18, 2010 By: /s/TROY A. LYNDON                            Troy A. Lyndon Chief Executive Officer and Chairman (Principal Executive Officer, Principal Accounting Officer and Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Date	Signature	Title
March 18, 2010	/s/ TROY A. LYNDON       Troy A. Lyndon	Chief Executive Officer and Chairman (Principal Executive Officer, Principal Accounting Officer and Principal Financial Officer)
March 18, 2010	/s/ RICHARD KNOX, SR Richard Knox, Sr.	Director
March 18, 2010	/s/ RICHARD KNOX, JR. Richard Knox, Jr.	Director

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