8-K

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

September 28, 2009

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 3.02 Unregistered Sales of Equity Securities

On September 28, 2009, the Board of Directors of Left Behind Games, Inc., a Washington corporation (the “Company”), issued five (5) shares of Series D Preferred Stock to each Richard J. Knox, Sr. and Richard J. Knox, Jr., members of the Board of Directors of the Company, in consideration for services rendered. Such shares were issued pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, afforded the Company under Section 4(2) promulgated thereunder due to the fact that such issuances did not involve a public offering of securities.

On September 28, 2009, the Board, with Mr. Lyndon recusing himself from making such determination, agreed to issue one hundred (100) shares of Series D Convertible Preferred Stock and ten thousand (10,000) shares of Series C Preferred Stock, to Mr. Lyndon, the Company Chief Executive Officer and Principal Executive Officer, as a reward for significant improvements to the Company’s operations and market cap increase by more than 2000% over the past year. Such shares were issued pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, afforded the Company under Section 4(2) promulgated thereunder due to the fact that such issuances did not involve a public offering of securities.

Item 3.03 Material Modification to Rights of Security Holders

On September 28, 2009, the Company filed a Certificate of Designations for a Series C Preferred Stock. The authorized number of Series C Preferred Stock is 10,000. The holders of the Series C Preferred Stock shall be entitled to vote on all matters to be voted upon by the holders of the Company’s common stock and each share shall have the voting equivalent of one million (1,000,000) shares of common stock. The Series C Preferred Stock Certificate of Designations is filed as an exhibit to this Form 8-K.

On September 28, 2009, the Company filed a Certificate of Designations for a Series D Preferred Stock. The authorized number of Series D Preferred Stock is 1,000. The holders of the Series D Preferred Stock shall be entitled to vote on all matters to be voted upon by the holders of the Company’s common stock and each share shall have the voting equivalent of one million (1,000,000) shares of common stock. Each holder of Series D Stock shall have the right, at such holder’s option, at any time or from time to time from and after the day immediately following the date the Series D Stock is first issued, to convert each share of Series D Stock into one million (1,000,000) fully-paid and non-assessable shares of the Company’s common stock. The Series D Preferred Stock Certificate of Designations is filed as an exhibit to this Form 8-K.

The voting power of the Company’s common stock will be greatly limited by the issuance of any shares of Series C Preferred Stock and/or Series D Preferred Stock.

Item 7.01 Regulation FD Disclosure

On September 28, 2009, the Company issued the press release filed as Exhibit 99.1 to this Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall the press release be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01 Other Events.

On September 28, 2009, the Board of Directors of the Company determined to do the following:

1.

Postpone the record date of the Company’s previously announced 3-for-2 forward stock split to the close of business on October 9, 2009;

2.

Postpone the change of the Company’s domicile from Washington to Nevada to a date yet to be determined; and

3.

Maintain the Company’s current corporate name, Left Behind Games, Inc., while continuing to do business as (dba) Inspired Media Entertainment.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
3.01	Certificate of Designation of Series C Preferred Stock of Left Behind Games Inc.
3.02	Certificate of Designation of Series D Convertible Preferred Stock of Left Behind Games Inc.
99.1	Press Release dated September 28, 2009

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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: September 28, 2009	By:	/s/ Troy Lyndon
	Name:	Troy Lyndon
	Title:	Chief Executive Officer (Principal Executive Officer)

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EX-3

EXHIBIT 3.01

LEFT BEHIND GAMES INC.

 (a Washington Corporation)

CERTIFICATE OF THE DESIGNATIONS, POWERS

PREFERENCES AND RIGHTS

OF THE

SERIES C PREFERRED STOCK

($0.001 PAR VALUE PER SHARE)

Left Behind Games Inc., a Washington corporation (the Corporation”), hereby certifies that the following resolution has been duly adopted by the Board of Directors of the Corporation:

RESOLVED, that pursuant to the authority expressly granted to and vested in the Board of Directors of the Corporation by the provisions of the Certificate of Incorporation of the Corporation (as amended, the “Certificate of Incorporation”), there hereby is created, out of the sixty million (60,000,000) shares of Preferred Stock, par value $0.001 per share, of the Corporation authorized in Certificate of Incorporation, as amended (the “Preferred Stock”), a series of the Preferred Stock of the Corporation consisting of ten thousand (10,000) shares, which series shall have the following powers, designations, preferences and relative, participating, optional and other rights, and the following qualifications, limitations and restrictions:

1.

Designation and Amount.

This series of Preferred Stock shall be designated “Series C Preferred Stock” and the authorized number of shares constituting such series shall be ten thousand (10,000).  The par value of the Series C Preferred Stock shall be $0.001 per share. Shares of the Series C Preferred Stock shall have a stated value of one cent ($0.01) per share (the “Stated Value”).

2.

Dividends.

The holders of shares of Series C Preferred Stock shall not be entitled to receive any dividends.

3.

Preferences on Liquidation.

(a)

Subject to the provisions of Section 6 below, in the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, the holders of shares of the Series C Preferred Stock then outstanding shall be entitled to be paid, out of the assets of the Corporation available for distribution to its stockholders, whether from capital, surplus or earnings, an amount equal to one cent ($0.01) per share.

4.

Voting Rights.

Except as otherwise required by law or by the Certificate of Incorporation and except as set forth in Section 6(b) below, the outstanding shares of Series C Preferred Stock shall vote together with the shares of Common Stock of the Corporation as a single class and, regardless of the number of shares of Series C Preferred Stock outstanding, every one (1) share of Series C Preferred Stock outstanding shall have the voting equivalent and power of one million (1,000,000) shares of common stock, par value $0.001 per share.  

5.

Negative Covenants.

The Corporation will not, by amendment of the Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Certificate of Incorporation and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders of the Series C Preferred Stock against impairment.

6.

Ranking; Changes Affecting Series C.

(a)

The Series C Preferred Stock shall, with respect to distribution rights on liquidation, winding up and dissolution, (i) rank senior to any of the shares of Common Stock of the Corporation, and any other class or series of stock of the Company which by its terms shall rank junior to the Series C Preferred Stock, and (ii) rank junior to any other series or class of preferred stock of the Corporation and any other class or series of stock of the Corporation which by its term shall rank senior to the Series C Preferred Stock.

(b)

So long as any shares of Series C Preferred Stock are outstanding, the Corporation shall not (i) alter or change any of the powers, preferences, privileges or rights of the Series C Preferred Stock, or (ii) amend the provisions of this Section 6; in each case, without first obtaining the approval by vote or written consent, in the manner provided by law, of the holders of at least a majority of the outstanding shares of Series C Preferred Stock, as to changes affecting the Series C Preferred Stock.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designation to be signed by its President this 28th day of September, 2009.

	LEFT BEHIND GAMES INC.
DATE:  September 28, 2009	By:	/s/ Troy Lyndon
	Name:	Troy Lyndon
	Title:	Chief Executive Officer

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EX-3

EXHIBIT 3.02

CERTIFICATE OF THE DESIGNATIONS, POWERS

PREFERENCES AND RIGHTS

OF THE

SERIES D CONVERTIBLE PREFERRED STOCK

($0.001 PAR VALUE PER SHARE)

OF

LEFT BEHIND GAMES INC.

A WASHINGTON CORPORATION

---------------------

LEFT BEHIND GAMES INC., a Company organized and existing under the Washington Business Corporation Act of the State of Washington (The “Company”),

DOES HEREBY CERTIFY that, pursuant to authority conferred upon the Board of Directors of the Company (the “Board”) by the Certificate of Incorporation of, and pursuant to the provisions of the Washington Business Corporation Act, there hereby is created out of the 60,000,000 shares of Preferred Stock, par value $0.001 per share, authorized in the Certificate of Incorporation (the “Preferred Stock”), a Series of the Preferred Stock consisting of one thousand (1,000) shares, $0.001 par value per share, to be designated “Series D Convertible Preferred Stock”, and to that end the Board adopted a resolution providing for the designation, powers, preferences and rights, and the qualifications, limitations and restrictions, of the Series D Convertible Preferred Stock, which resolution is as follows:

RESOLVED, that the Certificate of the Designations, Powers, Preferences and Rights of the Series D Convertible Preferred Stock (“Certificate of Designation”) be and is hereby authorized and approved, which Certificate of Designation shall be filed with the Washington Secretary of State in the form as follows:

1.

DESIGNATIONS AND AMOUNT.

One Thousand (1,000) shares of the Preferred Stock of the Company, $0.001 par value per share, shall constitute a class of Preferred Stock designated as “Series D Convertible Preferred Stock” (the “Series D Convertible Preferred Stock”) with a face value of one dollar ($1.00) per share (the “Face Amount”). After the initial issuance of shares of Series D Convertible Preferred Stock, no additional shares of Series D Convertible Preferred Stock may be issued by the Company except as provided in SECTION 7 hereof.

2.

CONVERSION.

(a)

CONVERSION AT THE OPTION OF THE HOLDER.

Each holder of Series D Stock shall have the right, at such holder’s option, at any time or from time to time from and after the day immediately following the date the Series D Stock is first issued, to convert each share of Series D Stock into One Million (1,000,000) fully-paid and non-assessable share of Common Stock, par value $0.001 per share.

(b)

MECHANICS OF CONVERSION.

In order to effect a Conversion, a Holder shall: (x) fax (or otherwise deliver) a copy of the fully executed Notice of Conversion (attached hereto) to the Company for the Common Stock and (y) surrender or cause to be surrendered the original certificates representing the Series D Stock being converted (the “Preferred Stock Certificates”), duly endorsed, along with a copy of the Notice of Conversion as soon as practicable thereafter to the Company or the transfer agent. The Company shall not be obligated to issue shares of Common Stock upon a conversion unless either the Preferred Stock Certificates are delivered to the Company or the transfer agent as provided above, or the Holder notifies the Company or the transfer agent that such certificates have been lost, stolen or destroyed (subject to the requirements of SECTION 11).

“Conversion Date” means the date specified in the Notice of Conversion in the form attached hereto, so long as the copy of the Notice of Conversion is faxed (or delivered by other means resulting in notice) to the Company before Midnight, Eastern U.S. time, on the Conversion Date indicated in the Notice of Conversion. If the Notice of Conversion is not so faxed or otherwise delivered before such time, then the Conversion Date shall be the date a Holder faxes or otherwise delivers the Notice of Conversion to the Company.

(i)

Delivery of Common Stock Upon Conversion.

Upon the surrender of Preferred Stock Certificates from a Holder of Series D Stock accompanied by a Notice of Conversion (attached hereto), the Company shall, no later than the second business day following the later of (a) the Conversion Date (hereinafter defined) and (b) the date of such surrender (or, in the case of lost, stolen or destroyed certificates, after provision of indemnity pursuant to SECTION 11 (the “Delivery Period”), issue and deliver to the Holder (x) that number of shares of Common Stock issuable upon conversion of such shares of Series D Stock being converted and (y) a certificate representing the number of shares of Series D Stock not being converted, if any.

(ii)

Taxes.

The Corporation shall pay any and all taxes and all other reasonable expenses, which may be imposed upon it with respect to the issuance and delivery of the shares of Common Stock upon the conversion of the Series D Stock.

(iii)

No Fractional Shares.

If any conversion of Series D Stock would result in the issuance of a fractional share of Common Stock, such fractional share shall be disregarded and the number of shares of Common Stock issuable upon conversion of the Series D Stock shall be the next higher whole number of shares.

(c)

PARTIAL CONVERSION.

In the event some but not all of the shares of Series D Stock represented by a certificate(s) surrendered by a holder are converted, the Company shall execute and deliver to or on the order of the holder, at the expense of the Company, a new certificate representing the number of shares of Series D Stock which were not converted.

(d)

RESERVATION OF COMMON STOCK.

The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series D Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series D Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series D Stock, in addition to such other remedies as shall be available to the holder of such Series D Stock, the Company shall take such corporate action as may, in the opinion of its counsel, be necessary to increase, and shall increase, its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes.

(e)

NO REISSUANCE OF SERIES D STOCK.

In the event any shares of Series D Stock shall be converted pursuant to this SECTION 2 or otherwise reacquired by the Company, the shares so converted or reacquired shall be canceled. The Certificate of Incorporation of the Company may be appropriately amended from time to time to effect the corresponding reduction in the Company’s authorized capital stock.

(f)

In the event of any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, the Company shall mail to each holder of Series D Stock, at least 20 days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right.

(g)

The Company shall pay all documentary, stamp or other transactional taxes attributable to the issuance or delivery of shares of capital stock of the Company upon conversion of any shares of Series D Stock; provided, however, that the Company shall not be required to pay any taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such shares in a name other than that of the holder of the shares of Series D Stock in respect of which such shares are being issued.

(h)

All shares of Common Stock which may be issued in connection with the conversion provisions set forth herein will, upon issuance by the Company, be validly issued, fully paid and nonassessable and free from all taxes (except income taxes), liens or charges with respect thereto.

3.

NO REDEMPTION.

The shares of the Series D Convertible Preferred Stock are not redeemable.

4.

RANK.

Except as specifically provided below, the Series D Convertible Preferred Stock shall, with respect to dividend rights, rights on liquidation, winding up and dissolution, rank senior to (i) all classes of Common Stock, $0.001 par value per share, of the Company (the “Common Stock”) and (ii) any class or series of capital stock of the Company hereafter created (unless, with the consent of the Holder(s) of Series D Convertible Preferred Stock).

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5.

LIQUIDATION PREFERENCE

Except as otherwise provided by the Washington Business Corporation Act or elsewhere in this certificate, in the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, the holders of shares of the Series D Convertible Preferred Stock then outstanding shall be entitled to be paid, out of the assets of the Corporation available for distribution to its stockholders, whether from capital, surplus or earnings, an amount equal to one dollar ($1.00) per share.

6.

DIVIDENDS.

The holders of shares of Series D Convertible Preferred Stock shall not be entitled to receive any dividends.

7.

VOTING RIGHTS.

(a)

The Holders of the Series D Convertible Preferred Stock have no voting power whatsoever, except as otherwise provided by the Washington Business Corporation Act, in this SECTION 7 and in SECTION 8 below.

To the extent that under the Washington Business Corporation Act the vote of the Holders of the Series D Convertible Preferred Stock, voting separately as a class or series, as applicable, is required to authorize a given action of the Company, the affirmative vote or consent of the Holders of at least a majority of the shares of the Series D Convertible Preferred Stock represented at a duly held meeting at which a quorum is present or by written consent of a majority of the shares of Series D Convertible Preferred Stock (except as otherwise may be required under the Washington Business Corporation Act) shall constitute the approval of such action by the class. To the extent that under the Washington Business Corporation Act Holders of the Series D Convertible Preferred Stock are entitled to vote on a matter with Holders of Common Stock, voting together as one class, each share of Series D Convertible Preferred Stock shall be entitled to one (1) vote.

8.

PROTECTION PROVISIONS

So long as any shares of Series D Convertible Preferred Stock are outstanding, the Company shall not, without first obtaining the approval (by vote or written consent, as provided by the Washington Business Corporation Act) of the Holders of at least a majority of the then outstanding shares of Series D Convertible Preferred Stock:

(a)

alter or change the rights, preferences or privileges of the Series D Convertible Preferred Stock;

(b)

alter or change the rights, preferences or privileges of any capital stock of the Company so as to affect adversely the Series D Convertible Preferred Stock;

(c)

create any new class or series of capital stock having a preference over the Series D Convertible Preferred Stock as to distribution of assets upon liquidation, dissolution or winding up of the Company (as previously defined, “Senior Securities”);

(d)

create any new class or series of capital stock ranking pari passu with the Series D Convertible Preferred Stock as to distribution of assets upon liquidation, dissolution or winding up of the Company (as previously defined, “Pari Passu Securities”);

(e)

increase the authorized number of shares of Series D Convertible Preferred Stock;

(f)

issue any shares of Series D Convertible Preferred Stock other than pursuant to the Securities Purchase Agreement with the original parties thereto;

(g)

issue any additional shares of Senior Securities; or

(h)

redeem, or declare or pay any cash dividend or distribution on, any Junior Securities.

If holders of at least a majority of the then outstanding shares of Series D Convertible Preferred Stock agree to allow the Company to alter or change the rights, preferences or privileges of the shares of Series D Convertible Preferred Stock pursuant to subsection (a) above, then the Company shall deliver notice of such approved change to the Holders of the Series D Convertible Preferred Stock that did not agree to such alteration or change (the “Dissenting Holders”).

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9.

MERGER, CONSOLIDATION, ETC.

(a)

If at any time or from time to time there shall be (i) a merger, or consolidation of the Company with or into another corporation, (ii) the sale of all or substantially all of the Company’s capital stock or assets to any other person, (iii) any other form of business combination or reorganization in which the Company shall not be the continuing or surviving entity of such business combination or reorganization, or (iv) any transaction or Series of transactions by the Company in which in excess of 50 percent of the Company’s voting power is transferred (each, a “Reorganization”), then as a part of such Reorganization, provision shall be made so that the holders of the Series D Convertible Preferred Stock shall thereafter be entitled to receive the same kind and amount of stock or other securities or property (including cash) of the Company, or of the successor corporation resulting from such Reorganization.

(b)

The provisions of this SECTION 9 are in addition to and not in lieu of the provisions of SECTION 6 hereof.

10.

NO IMPAIRMENT.

The Company will not, by amendment of its Certificate of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Certificate of Designation and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of the Series D Convertible Preferred Stock against impairment.

11.

LOST OR STOLEN CERTIFICATES.

Upon receipt by the Company of (i) evidence of the loss, theft, destruction or mutilation of any Preferred Stock Certificate(s) and (ii) (y) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to the Company, or (z) in the case of mutilation, upon surrender and cancellation of the Preferred Stock Certificate(s), the Company shall execute and deliver new Preferred Stock Certificate(s) of like tenor and date.

IN WITNESS WHEREOF, Left Behind Games Inc. has caused this Certificate of Designation to be executed this September 28, 2009.

	LEFT BEHIND GAMES INC.
DATE:  September 28, 2009	By:	/s/ Troy Lyndon
	Name:	Troy Lyndon
	Title:	Chief Executive Officer

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NOTICE OF CONVERSION

(To be Executed by the Registered Holder in order to Convert the Series D Convertible Preferred Stock)

The undersigned hereby irrevocably elects to convert ____________ shares of Series D Stock (the “Conversion”), represented by stock certificate No.(s). ___________ (the “Preferred Stock Certificates”) into shares of Common Stock (“Common Stock”) of Left Behind Games Inc. (the “Company”) according to the conditions of the Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock (the “Certificate of Designation”), as of the date written below. If securities are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any. A copy of each Preferred Stock Certificate is attached hereto (or evidence of loss, theft or destruction thereof).

The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable to the undersigned upon conversion of the Series D Stock shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the “Act”), or pursuant to an exemption from registration under the Act.

.

The undersigned hereby requests that the Company transmit the Common Stock issuable pursuant to this Notice of Conversion to the address of the undersigned.

Date of Conversion: ____________________________

Applicable Conversion Rate:

Each share of Series D Stock is convertible into one million Shares of Common Stock.

Number of Shares of Common Stock to be Issued: _____________________

Signature: _____________________________________

Name: __________________________________________

Address: _______________________________________

* The Company is not required to issue shares of Common Stock until the original Preferred Stock Certificate(s) (or evidence of loss, theft or destruction thereof) to be converted are received by the Company or its transfer agent. The Company shall issue and deliver shares of Common Stock to an overnight courier not later than the later of (a) two (2) business days following receipt of this Notice of Conversion and (b) delivery of the original Preferred Stock Certificates (or evidence of loss, theft or destruction thereof) and shall make payments pursuant to the Certificate of Designation for the failure to make timely delivery.

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EX-99

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

LEFT BEHIND GAMES, INC. DBA INSPIRED MEDIA

3-FOR-2 FORWARD STOCK SPLIT POSTPONED TO OCTOBER 9, 2009

Murrieta, CA, September 28, 2009 – Left Behind Games Inc. (OTCBB: LFBG), dba Inspired Media Entertainment, today announced that the Company has postponed its anticipated 3-for-2 forward stock split by one week. The new record date has been postponed to Friday, October 9, 2009. Shareholders who own shares as of the close of business on the record date will benefit from the forward stock split. At 12:01am (EST) on October 10, 2009, every two shares of issued and outstanding common stock held by a stockholder will be converted and reconstituted into three shares without any further action by the stockholder. Fractional shares resulting from the forward stock split will be rounded up to the nearest whole number.

CEO, Troy Lyndon, says, “The purpose of this forward split is to give shareholders increased leverage and liquidity. We want to reward those who have been with the company by increasing their number of shares. We also want to encourage new investors to join us as we believe we are the only public company that offers clean, wholesome, Christian video games for our youth and adults alike.”

Beginning October 12, 2009, Inspired Media products will be part of a Christian games test conducted by Walmart in the Dallas / Houston, Texas markets. The Company believes Christian games will continue to rise in popularity, similarly to Christian music in the 1990s.

Inspired Media currently publishes six games including Charlie Church Mouse, Keys of the Kingdom, and Tribulation Forces, the sequel to the original game LEFT BEHIND: Eternal Forces, known as the most widely distributed Christian PC game in history. The Company’s LEFT BEHIND branded games are based upon the popular novel series by Tim LaHaye and Jerry Jenkins which have sold more than 65 million books in 30 languages worldwide.

In contrast to many other PC games, Inspired Media games encourage positive decisions and actions. Rather than the usual “winning” by using weapons and killing the enemy, players are rewarded when their characters use the power of influence to bring about good rather than destruction.

About Left Behind Games Inc.

Left Behind Games Inc., also known as Inspired Media Entertainment (www.inspiredmedia.com), has become one of the world’s leading independent developers and publishers of quality interactive entertainment products that perpetuate positive values and appeal to mainstream and faith-based audiences. For samples for your church or school, you can go to http://www.supportgoodgames.com and http://www.inspiredmedia.com. The contents of the aforementioned websites are not incorporated by reference herein.

Cautionary Note Regarding Forward-Looking Statements

The statements contained herein which are not historical facts are considered forward-looking statements under federal securities laws and may be identified by words such as "anticipates," "believes," "estimates," "expects," "intends," "plans," "potential," "predicts," "projects," "seeks," "will," or words of similar meaning and include, but are not limited to, statements regarding the outlook for the Company's future business and financial performance. Such forward-looking statements are based on the current beliefs of our management as well as assumptions made by and information currently available to them, which are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Actual outcomes and results may vary materially from these forward-looking statements based on a variety of risks and uncertainties including: our de pendence on key management and product development personnel, and our ability to develop other profitable titles for current generation platforms, the timely release and significant market acceptance of our games, the ability to maintain acceptable pricing levels on our games, our reliance on a primary distribution service provider for a significant portion of our products, and our ability to raise capital if needed. Other important factors and information are contained in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2009, in the section entitled "Risk Factors," and the Company's other periodic filings with the SEC, which can be accessed via a link from www.inspiredmedia.com on our Investor Relations page. All forward-looking statements are qualified by these cautionary statements and apply only as of the date they are made. The Company undertakes no obligation to update any forward-looking statement, whether as a result of n ew information, future events or otherwise.

SOURCE: Left Behind Games Inc. (Inspired Media Entertainment)

Press Contact:

MaryLouise Baldridge, Public Relations Manager

(407) 754-4165 direct, marylouise@inspiredmedia.com