______________________________________________________________________________
VIA EDGAR CORRESPONDENCE
December 13, 2010
Division of Corporate Finance
U.S. Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20005
Attn:
Maryse Mills-Apenteng – Special Counsel
RE:
Left Behind Games, Inc.,
Amendment No. 2 to Preliminary Information Statement on
Schedule 14C
Filed December 7, 2010
File No.: 000-50603
Dear Ms. Mills-Apenteng:
Below please find our responses to the Staff’s comment letter, dated December 10, 2010 (the “Comment Letter”), regarding the above-captioned matter. Also, please be advised that the Company has filed Amendment No. 3 to the Information Statement on Schedule 14C today via the EDGAR system. A copy of this Amendment No. 3, marked to show changes from Amendment No. 2, accompanies this letter.
Please do not hesitate to contact me at (732) 530-9007 if you have any questions regarding this matter.
Very truly yours,
/s/ Virginia K. Sourlis
General
1.
We note your revised disclosure in response to our prior comment 1 of our letter dated December 1, 2010. You state that the chart on page 5 focuses on some of the differences which the company believes are “most relevant to the existing shareholders.” Please ensure that your discussion addresses all of thematerial differences between the corporate laws of Washington and Nevada affecting shareholders. In this regard, we note that there may be differences in the law relating to special meetings and cumulative voting that should be discussed.
Response:
We have revised Amendment No. 3 to comply with your comment #1.
CERTIFICATE
I, Troy A. Lyndon, the Chief Executive Officer and Chairman of Left Behind Games Inc., a Washington corporation (the “Company”), does hereby certify as to the following:
1.
The Company is responsible for the adequacy and accuracy of the disclosure in the Company’s Information Statement, as amended (the “Filing”);
2.
Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the Filing; and
3.
The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In Witness Whereof, the undersigned has signed this Certificate this 13th day of December, 2010.
LEFT BEHIND GAMES INC.
By:/s/ Troy A. Lyndon
Troy A. Lyndon, CEO and Chairman