**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-KSB**




ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
      1934






FOR
      THE
      FISCAL YEAR ENDED March 31, 2006






**LEFT
      BEHIND GAMES INC.**




**--------------------------------------------------------------------------------**




(Exact
      name of registrant as specified in its charter)




**Washington**
            
            **000-50603**
            
            **91-0745418**(State
                or other jurisdiction
            
            (Commission
                File Number)
            
            (IRS
                Employerof
                Incorporation)
            
            
            
            Identification
                Number)**25060
                Hancock Avenue**
              **Suite
                103 Box 110****Murrieta,
                California 92562**(Address
                of principal executive offices)**(951)
                894-6597**(Registrant’s
                Telephone Number)





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.





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act: o





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15 (d) of the Exchange Act during the past twelve 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 o





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant’s knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of the Form 10-KSB or any
      amendment to this Form 10-KSB. x





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act.)


Yes o No x





State
      issuer’s revenues for its most recent fiscal year: $0





The
      aggregate market value of the voting and non-common voting equity held by
      non-affiliates computed by reference to the average bid and asked price of
      such
      common equity, as of June 27, 2006 was: $48,313,898.





The
      number of outstanding shares of the registrant’s Common Stock, $0.001 par value,
      as of June 27, 2006 was 16,132,025 shares of common stock.





DOCUMENTS
      INCORPORATED BY REFERENCE


Not
      applicable





Transitional
      Small Business Disclosure Format: Yes o No x





1


**TABLE
      OF CONTENTS**




Page**PART
                I**Item
                1.
            Description
                of Business
            4Item
                2.
            Description
                of Property
            20Item
                3.
            Legal
                Proceedings
            20Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            20**PART
                II**Item
                5.
            Market
                for Common Equity, Related Stockholder Matters and Small
                BusinessIssuer
                Purchases of Equity Securities
            20Item
                6.
            Management’s
                Discussion and Analysis or Plan of Operation
            27Item
                7.
            Financial
                Statements
            30Item
                8.
            Changes
                in and Disagreements with Accountants on Accounting andFinancial
                Disclosure
            31Item
                8A.
            Controls
                and Procedures
            31**PART
                III**Item
                9.
            Directors,
                Executive Officers, Promoters and Control Persons;Compliance
                with Section 16(a) of the Exchange Act
            31Item
                10.
            Executive
                Compensation
            33Item
                11.
            Security
                Ownership of Certain Beneficial Owners and Managementand
                Related Stockholder Matters
            35Item
                12.
            Certain
                Relationships and Related Transactions
            37Item
                13.
            Exhibits
            38Item
                14.
            Principal
                Accountant Fees and Services
            39**SIGNATURES**
            40


2


**CAUTIONARY
      STATEMENT REGARDING**


**FORWARD-LOOKING
      STATEMENTS**





This
      annual report on Form 10-KSB and other reports that we file with the SEC contain
      statements that are considered forward-looking statements. Forward-looking
      statements give our current expectations, plans, objectives, assumptions or
      forecasts of future events. All statements other than statements of current
      or
      historical fact contained in this annual report, including statements regarding
      our future financial position, business strategy, budgets, projected costs
      and
      plans and objectives of management for future operations, are forward-looking
      statements. In some cases, you can identify forward -looking statements by
      terminology such as “anticipate,” “estimate,” “plans,” “potential,” “projects,”
“ongoing,” “expects,” “management believes,” “we believe,” “we intend,” and
      similar expressions. These statements are based on our current plans and are
      subject to risks and uncertainties, and as such our actual future activities
      and
      results of operations may be materially different from those set forth in the
      forward looking statements. Any or all of the forward-looking statements in
      this
      annual report may turn out to be inaccurate and as such, you should not place
      undue reliance on these forward-looking statements. We have based these
      forward-looking statements largely on its current expectations and projections
      about future events and financial trends that it believes may affect its
      financial condition, results of operations, business strategy and financial
      needs. The forward-looking statements can be affected by inaccurate assumptions
      or by known or unknown risks, uncertainties and assumptions due to a number
      of
      factors, including:




o
            continued
                development of our technology;o
            dependence
                on key personnel;





o
            competitive
                factors;o
            the
                operation of our business; and





o
            general
                economic conditions.





These
      forward-looking statements speak only as of the date on which they are made,
      and
      except to the extent required by federal securities laws, we undertake no
      obligation to update any forward-looking statements to reflect events or
      circumstances after the date on which the statement is made or to reflect the
      occurrence of unanticipated events. In addition, we cannot assess the impact
      of
      each factor on our business or the extent to which any factor, or combination
      of
      factors, may cause actual results to differ materially from those contained
      in
      any forward-looking statements. All subsequent written and oral forward-looking
      statements attributable to us or persons acting on its behalf are expressly
      qualified in their entirety by the cautionary statements contained in this
      annual report.  3


**PART
      I**





**ITEM
      1. DESCRIPTION OF BUSINESS**





**General**





Left
      Behind Games Inc., a Washington corporation, formerly known as Bonanza Gold,
      Inc., doing business through its subsidiary Left Behind Games Inc., a Delaware
      corporation is in the business of developing and publishing video game products
      based upon the popular Left Behind series of novels. Pursuant to a share
      exchange agreement closed on February 7, 2006, we became a subsidiary of Left
      Behind Games Inc. Washington. As a result of the share exchange agreement,
      our
      shareholders took majority control of Left Behind Games Inc. Washington and
      our
      management became the management of Left Behind Games Inc.
      Washington.





We
      are an
      early stage company founded to develop and publish video game products based
      upon the popular Left Behind series of novels. We have the exclusive world-wide
      rights to the Left Behind book series and brand, for the purpose of making
      video
      games. Left Behind novels and products are based upon fictional storylines
      focused on events at the end of the world, including the ultimate battles of
      good against evil, which are very action oriented and supremely suitable for
      an
      engaging series of video games. Left Behind’s series of books has sold more than
      63 million copies. Left Behind branded products have generated more than $500
      million at retail for the Left Behind book series. Left Behind has also become
      a
      recognized brand name by more than 1/3 of Americans. Our management believes
      that Left Behind products have experienced financial success, including the
      novels, children's books, graphic novels (comic books), movies, and music.
      Our
      interest in the Left Behind brand is limited to our sublicense to make video
      games. We have no interest in, nor do we profit from any other Left Behind
      brand.





Our
      rights to use the Left Behind brand to make video games is based solely on
      our
      sublicense with White Beacon which entitles us to all of its rights and
      obligations under its license with the publisher of the Left Behind book series.
      White Beacon’s exclusive worldwide license from the publisher of the Left Behind
      book series grants it, and us through our sublicense, the rights to develop,
      manufacture, market and distribute video game products based on the Left Behind
      series.





We
      have
      assembled a team of individuals experienced in the video game industry to
      develop and market video games based upon the Left Behind series that offers
      a
      challenging and positive oriented alternative to video games with gratuitous
      sex
      and violence currently marketed.  4


**Market
      Industry Overview**





**The
      Computer And Video Game Industry** . According
      to the Entertainment Software Association (“ESA”), the modern-day video game
      industry took form in 1985 with the release of the 8-bit Nintendo System
      ("NES"). Following upon the heels of Nintendo’s introduction of the NES, Sega
      Enterprises Ltd. released its 16-bit “Genesis” system, which, in turn, was
      followed by Nintendo’s introduction of the “Super NES.” The early 1990s led to a
      rise in the PC game business with the introduction of CD-ROMs, with decreases
      in
      prices for multimedia PCs, and the introduction of high-level 3D graphics cards.
      In 1995-1996, consumers reacted positively to the release of the Sony
      PlayStation and Nintendo 64 and ushered in a new generation of video game
      consoles. Since 1996, computer and video game sales have seen a steady
      increase.





According
      to ESA, in 1999 and 2000, the computer and video game industry reached new
      heights with the introduction of new video game consoles that allowed users
      to
      play games, as well as watch DVDs and listen to audio CDs. According to ESA,
      the
      video game business experienced strong growth, in spite of the economic
      recession after the turn of the century.





According
      to the NPD Group, a provider of consumer and retail information based in Port
      Washington New York, annual 2005 U.S. retail sales of video games, which
      includes console and portable hardware, software and accessories (but not PC),
      saw sales of over $10.5 billion. This represents a six percent increase over
      the
      $9.9 billion generated in 2004 and it exceeds the previous industry record
      of
      $10.3 billion from 2002.





Sales
      growth in the game software industry is more than double the growth rate of
      the
      U.S. economy as a whole, according to a study of the U.S. Government Census
      and
      other economic data, as reported in an ESA report. Analysts predict that more
      money will be spent again this year on interactive software than at the box
      office.





**Internet,
      On-line and wireless Video Games** . The
      Internet has spawned the phenomenon of multiplayer on-line gaming, which we
      believe will increase with the emergence of broadband capabilities, in addition
      to new wireless mobile phone platforms. With advances in broadband technology
      and the ever increasing use of the Internet, the computer and video game
      industry has witnessed substantial growth in the development of games that
      can
      be played over the Internet, thereby opening up another market as well as other
      revenue models. Organizations have been placing their games on the Internet
      for
      consumer consumption either for the purpose of expanding their markets or as
      a
      way for companies not in the traditional video game industry to gain entrance.
      It is our intent, once the initial products have been published, established,
      and shown to be financially successful, to expand into these new
      markets.


According
        to an October 15, 2002 article by Reuters, Sony, the world's largest
        audio-visual electronics maker joined the Internet video gaming industry
        when it
        launched EverQuest in March 1999 in the United States. EverQuest, a multi-player
        on-line game, involves a detailed, three-dimensional world where thousands
        of
        players can simultaneously participate in battles or quests hold conversations
        or meet with friends. Currently, Sony has more than 500,000 subscribers paying
        up to $13 per month to play this game on-line. Sony is planning to launch
        versions of its on-line EverQuest game in Japan, China and other countries.
        Electronic Arts, Microsoft, LucasArts and others have also expanded their
        video
        game business onto the Internet.  5


A
      leading provider of technology intelligence, IDC industry analysis and market
      data, projects that the number of households with access to on-line video games
      will rise at a rate of over 25% in the coming few years with U.S. revenue to
      rise to over $1.8 billion in 2006. According to Reuters, this increase is
      expected to continue.





At
      our
      request, in June 2004, the publisher of the Left Behind book series distributed
      a 20 question survey for the purpose of helping us to understand the demographic
      link between Left Behind readership and potential purchasers of such branded
      video games. More than 3,500 responses were received. Of those responding,
      72%
      classified themselves as players of video games, and 92% said they would
      consider buying a Left Behind video game for themselves or a family
      member.





Sales
      and
      usage of video games, although targeted to predominately younger markets, are
      not exclusive to this marketplace. As technology evolves and game quality
      improves, the sale of hardware is shifting to middle-aged and older audiences.
      The demographics of the interactive industry continue to change as players
      who
      have grown up with games are now buying them as adults, as well as for their
      children.





According
      to a Peter D. Hart Research Associates study, 75% of American heads-of-household
      play computer & video games, 39% of computer gamers are over the age of 35
      and the average game player is 30 years old, 19% are age 50 or older, and 43%
      are women.





The
      study
      also found the typical game purchaser is 37 years old, and adult gamers have
      been playing for an average of 12 years. Further data shows just 35% of gamers
      are under the age of 18, while 43% are 18-49. Interestingly, women age 18+
      constitute a greater portion of the game playing population (28%) than boys
      6-17
      (21%)





The
      same
      survey illustrated an average adult male plays games 7.6 hours per week, with
      the average adult female closing the historical gender gap at 7.4 hours per
      week.





ESA
      indicates that the popularity of computer and video games rivals baseball and
      amusement parks. According to ESA, three times as many Americans (approximately
      145 million) played computer and video games as went to the top five U.S.
      amusement parks and twice as many as attended major league baseball games.
      A
      poll by ESA of 1,600 households ranked computer and video games number one
      as
      their most enjoyable activity.  6


Consistent
      with past years' numbers, announced by the ESA and annually compiled by the
      NPD
      Group, the majority of games that sold were rated "E" for "Everyone" (53%),
      followed by "Teen" (T) rated games (30%) and by "Mature" (M) rated games (16%).
      In 2002 E-rated games accounted for 55.7% of games sold, T-rated games 27.6%
      and
      M-rated games made up 13.2% of games sold.





According
      to ESA, all interactive games are rated by the Entertainment Software Rating
      Board ("ESRB"), a self-regulatory unit of ESA. The ESRB rating system is the
      benchmark rating system for software for all interactive platforms. The ESRB
      uses the following key elements to evaluate and rate software products:
      violence, sexual content, language, and early childhood development skills.
      Over
      70% of games are rated "E" for everyone (appropriate for ages 6 and
      up).





The
      first
      step in creating a successful video game product launch is to create a good
      game
      concept, ideally based upon a brand name with consumer awareness. Confirmation
      of the quality of the game is often provided by industry trade publications.
      As
      in comparable industries, previews and reviews can provide significant
      information regarding marketing viability prior to the completion of development
      and commercial release, enabling companies to more effectively manage
      development, marketing expenses and potential inventory risks.





Once
      the
      product is completed and approved by the appropriate platform licensor,
      inventory is purchased from the major interactive platform manufacturers (e.g.,
      Sony, Microsoft, and Nintendo) and distributed to independent distributors,
      retail outlets and other resellers.





Based
      on
      the popularity and success of the Left Behind Series with all ages, we believe
      that the Left Behind Brand is uniquely positioned for success in the interactive
      video game marketplace. Recent interactive game market studies reveal a rapidly
      growing market comprised of people from all ages and cultures. Based on
      statements by the president of the ESA, we believes that the last few years
      and
      the next several years are watershed years for interactive products. “Leading
      analysts forecast that video and computer game software sales alone will soon
      surpass $10 billion, and that the next generation of video game consoles may
      achieve household penetration rates approaching 70%, making them nearly as
      commonplace in American homes as video cassette recorders."





Sales
      continue to grow - a record 12 games sold more than one million units in 2004,
      with 9 of these 12 being rated “E” or “T”, and 52 console games sold more than
      500,000 units. Additionally, 55% of the 2004 Top 20 selling computer games
      by
      units sold were Teen (11/20) with 25% Mature (5) and 20% rated Everyone (4).
      The
      Top 20 selling console games were rated 55% as Everyone (11) followed by 25%
      Mature (5) and 20% Teen (4). The NPD Group has announced it will be updating
      how
      PC Games in particular will be reported, to more accurately assess the impact
      of
      subscription-based online games (MMOs) as well as the industry impact from
      digital distribution.  7


NPD’s 2005 study found 42% of most frequent gamers play online, with 56% being
      male and 44% being female. A full 34% of heads of households play games on
      a
      wireless device such as a cell phone or PDA reflecting a substantial increase
      from 20% in 2002.





**Video
      Game Software And Hardware Industries.** According
      to Michael Pachter, Interactive Entertainment Research Analyst for Wedbush
      Morgan, "The most successful publishers are those who build diverse
      libraries of branded games that produce sequels and recurring revenue
      streams.  With a base-load of steady, sequel-driven revenues, publishers
      have better visibility into their future performance, which leads to better
      planning and investment.  A less-volatile revenue and earnings model also
      leads to more confidence from Wall Street and higher public
      valuations".





While
      the
      media and politicians focused on Mature-rated video games in 2003, new data
      reveals that the percentage of M-rated games sold last year actually declined
      while the number of Teen-rated games sold rose, according to ESA, the U.S.
      association representing computer and video game software publishers. The data
      shows that combined sales for computer and video games exceeded $7 billion
      for
      the first time ever, and that a record number of console video games sold more
      than 500,000 and one million units.





In
      his
      2005 E3 commencement speech, Doug Lowenstein said, “The (video game) industry
      needs to continue broadening its audience and creating more games with
      mass-market appeal. Though videogames have been around for 30 years, their
      penetration remains below that of film and television, he pointed out, asking,
      “What do they have that we don’t?” That missing element, he said, is content
      with mass-market appeal at mass-market prices. “There is powerful
      market-expanding potential for making games for audiences that we are less
      accustomed to,” Lowenstein said. As an example, he said that the film The
      Passion of the Christ had a record-breaking $612 million in box-office revenue,
      thus revealing something Hollywood was missing—the religious content was of
      interest to a big audience that doesn’t normally go to movies.





Overall,
      2003 U.S. sales of console games totaled $5.8 billion (186.4 million units)
      while computer games accounted for $1.2 billion (52.8 million units) in sales.
      Total game software sales in 2002 were $6.9 billion, with console games bringing
      in $5.5 billion in sales and computer games accounting for $1.4 billion. (Note:
      The numbers released by the ESA today do not include sales of game hardware
      or
      accessories.) A record nine console games sold more than one million units,
      and
      all were rated E or T. Thirty-nine console games sold more than 500,000 units
      and 83 exceeded the 250,000 unit barrier. Comparable numbers for 2002 were
      six,
      33, and 73, respectively.





"The
      future strength and promise of interactive entertainment comes across loud
      and
      clear when we note that ours was the only entertainment industry to continue
      to
      grow in 2003," added Lowenstein. According to numbers compiled by the NPD Group,
      total game software sales in 2003 grew while both the movie and music industries
      reported losses compared with 2002 sales according to estimates made by
      Exhibitor Relations and Nielsen SoundScan, respectively.  8


According to 2004 NPD study data, console game players most often purchased
      action 30.1%, sports 17.8%, and shooters 9.6%, followed by children/family
      9.5%,
      racing 9.4%, role-playing 9.0% and fighting games at 5.4%.





Computer
      gamers, however, most often purchase strategy 26.9%, family & children
      20.3%, and shooter games 16.3%, followed by role-playing games 10%, adventure
      5.9%, sports 5.4% and action games with 3.9%. Our games target both the strategy
      and family markets. Based upon Wedbush Morgan Securities’ research, every game
      in the top ten of 2002 independently generated more than a hundred million
      dollars ($100,000,000).





**Products**





**Left
      Behind Video Games** .
      Our
      mission is to become the world’s leading independent developer and publisher of
      quality interactive entertainment products that perpetuate positive values
      and
      appeal to mainstream and Christian audiences, while remaining committed to
      increasing shareholder value and pursuing the highest standards of integrity
      and
      professionalism in all business affairs.




In
      order
      to accomplish these goals, our staff and advisory board have extensive
      experience and relationships with professionals from the video game industry,
      including producers, directors, artists, programmers, musicians and others.
      Collectively, our management is experienced in the techniques that are essential
      to today's interactive games, including video, photography, motion capture,
      3D
      face and body rendering, programming technologies, computer graphics, stereo
      sound effects and music production.





Based
      upon the success of the children’s book series, in addition to the success of
      the Graphic Novels by DC Comics, our management believes these games will appeal
      to people of all ages through their intriguing and exciting stories which
      provide excellent storylines for adaptation to video games for children and
      adults alike.





We
      intend
      to develop games so as to include the same types of elements that have made
      interactive games popular for years and yet offer an alternative to the sexual
      themes and gratuitous violence currently found in many games. We plan to make
      all games visually and kinetically appealing and anticipate the games will
      be
      classified as both action and adventure and will receive either an "E" rating
      (appropriate for ages 6 and up) or a "T" rating (appropriate for ages 13 and
      up).


9


**Marketing**





We
      have
      commenced development of our first high quality video game and other
      associated products based upon the Left Behind trademark.  We expect to
      release the first completed game in October 2006.





We
      are
      exploring various avenues for promoting and marketing its products, including
      print advertising and broadcast media, trade shows, as well as the Internet.
      We
      anticipate that the Internet will become a cost effective method for developing
      brand awareness and promoting our products.





Interactive
      software publishers use various strategies to differentiate themselves and
      build competitive advantages within the industry such as Platform Focus,
      internal vs. external development, third party distribution, International
      Sales
      and Game Genre Focus. According to Michael Pachter of Wedbush Morgan, "Deciding
      which platforms to publish games for is one of the most important decisions
      a
      publisher faces. Different game platforms require varying development
      costs, time to market, gross margins, and marketing budgets.” Accordingly, we
      will focus, during the first year, on the PC/Multi-player version of the game.
      This strategy will allow us to focus on the development of its first game,
      without the required processes posed by licensors Sony, Microsoft and Nintendo.
      We intend to release console and portable games into the marketplace in the
      second and/or third year.





As
      the
      first order of development business, we have developed a technology
      demonstration using internally developed 3D engine technologies. These have
      been
      made in association with former employees of the chief executive officer and
      an
      overseas group located in Eastern Europe. At present, our first product is
      in
      beta stage of development which means that it is approximately 70%
      completed.





The
      game
      is designed to support two game modes, Storyline and Game World Modes. In
      Storyline mode, gamers will have the opportunity to interact within events
      from
      the novels. In Game World mode, gamers will compete and fight for territory
      in
      an effort to defeat all opponents. The gamers' goal will be to fight against
      the
      Global Community (commanded by the Anti-Christ) with Tribulation Forces. In
      One
      Player game mode, all opponents will be computer generated. However, in
      Multi-player mode, gamers online will compete against each other. Although
      we
      are not focused on the development of an MMOG (Massive Multi-player Online
      Game), at some point in the future, our game could migrate to the MMOG platform
      without any major change in game play, storylines and structure.


**Proprietary
        Rights**
 
 Our
        future success and ability to compete are dependent, in part, upon its
        proprietary technology. We rely on patent, trade secret, trademark and copyright
        law to protect its intellectual property. We cannot be sure that any patents
        will be issued pursuant to future patent applications or that patents issued
        to
        us will not be invalidated, circumvented, challenged or licensed to others.
        In
        addition, we cannot be sure that the rights granted under any such patents
        will
        provide us with competitive advantages or that any patents issued to us will
        be
        adequate to stop unauthorized third parties from copying its technology,
        designing around its patents or otherwise obtaining and using its products,
        designs or other information. In addition, we cannot be sure that others
        will
        not develop technologies that are similar or superior to its technology.
        Furthermore, our management believes that factors such as the technological
        and
        creative skills of its personnel, new product developments, product enhancements
        and marketing activities are just as essential as the legal protection of
        proprietary rights to establishing and maintaining a competitive
        position.


10


In
      addition to patent protection, we rely on unpatented trade secrets and know-how
      and proprietary technological innovation and expertise, all of which are
      protected in part by confidentiality and invention assignment agreements with
      its employees and consultants, and, whenever possible, its suppliers. We cannot
      make any assurances that these agreements will not be breached, that it will
      have adequate remedies for any breach, or that its unpatented proprietary
      intellectual property will not otherwise become known or independently
      discovered by competitors. We also cannot make any assurances that persons
      not
      bound by an invention assignment agreement will not develop relevant
      inventions.





Many
      participants in the computer software and game market have a significant number
      of patents and have frequently demonstrated a readiness to commence litigation
      based on allegations of patent and other intellectual property infringement.
      We
      cannot be sure that future claims will be resolved on favorable terms, and
      failure to resolve such claims on favorable terms could result in a material
      adverse effect on our business, financial condition and results of operations.
      We expect that companies will increasingly be subject to infringement claims
      as
      the number of products and competitors in this industry segment grows and the
      functionality of products in different industry segments overlaps. Responding
      to
      such claims, regardless of merit, could cause product shipment delays or require
      us to enter into royalty or licensing arrangements to settle such claims. Any
      such claims could also lead to time-consuming, protracted and costly litigation,
      which would require significant expenditures of time, capital and other
      resources by our management. Moreover, we cannot be sure that any necessary
      royalty or licensing agreement will be available or that, if available, such
      agreement could be obtained on commercially reasonable terms.


**The
        Left Behind License** .
        On
        October 11, 2002, the publisher of the Left Behind book series granted White
        Beacon an exclusive worldwide license to use the copyrights and trademarks
        relating to the storyline and content of the books in the Left Behind series
        of
        novels for the manufacture and distribution of video game products for personal
        computers, CD-ROM, DVD, game consoles, and the Internet. White Beacon is
        owned
        by Troy A. Lyndon, our chief executive officer and Jeffrey S. Frichner, our
        president. Messrs. Lyndon and Frichner are members of our board of directors.
        White Beacon has sublicensed its Left Behind book series license in its entirety
        to us, with the written approval of the publisher of the Left Behind
        book.  11


The
      license requires us to pay the royalties based on the gross receipts on all
      non-electronic products and for electronic products produced for use on personal
      computer systems, and a smaller percentage of the gross receipts on other
      console game platform systems. According to the license agreement, we are
      required to guarantee a minimum royalty during the initial four-year term of
      the
      license, of which we have already paid over one third of the minimum royalty,
      which is considered an advance against future payable royalties. This advance
      will be set off as a credit against all monies owed subsequently under the
      license.





**The
      Left Behind Games Sublicense** .
      White
      Beacon has granted us a sublicense of all of its rights and obligations under
      its license with the publisher of the Left Behind book series. In consideration
      for receiving the sublicense, we have issued to White Beacon 5,850,000 shares
      of
      its common stock (which shares have been reduced to 3,496,589 pursuant to our
      reverse split on February 2006).





Pursuant
      to the terms and conditions of the sublicense, we are required to comply with
      all terms, conditions and obligations of the original license with the publisher
      of the Left Behind book series. This sublicense is a pass-through to us of
      the
      identical, original license with no attachments.





**Distribution**





**North
      American Market.** On
      December 29, 2005 our first game went on pre-sale through 3,500 retail locations
      nationwide. Called the Sneak Peak Pack, gamers get access to special key codes
      and a DVD featuring the official trailer of the game. We anticipate distributing
      this product at the traditional locations where North American video gamers
      go
      to purchase and/or rent their video games in the next 12 months. Retail outlets
      where we intend to distribute our products include Wal-Mart®, Toys R Us®,
      Kmart®, Best Buy®, Circuit City®, GameStop®, EB Games®, Blockbuster®, and
      Target® along with other national and regional retailers, discount store chains
      and specialty retailers. We plan to access these U.S. retailers using a group
      of
      independent sales representative companies who solicit orders from traditional
      retailers. We also plan to pursue distribution agreements with companies with
      strong relationships with retailers who can support its sales and marketing
      efforts.


**International
        Market.** We
        plan
        to undertake international distribution by building relationships with game
        publishers in countries comprising the principal markets, most notably in
        Europe, Asia and other territories. As such, we plan to pursue international
        agreements for various geographic regions most beneficial to it.
 
 **The
        Inspirational Bookseller Market.** We
        anticipate that the Christian Bookseller Association (CBA) and related sales
        channels represent additional sell-through opportunities for the Left Behind
        Series brand. Left Behind books were originally sold exclusively through
        CBA
        retailers, until gaining mainstream acceptance and tremendous financial success
        in other distribution venues. Veggie Tales by Big Idea Productions, which
        has
        sold millions of videos, also released products to the CBA market before
        gaining
        mainstream acceptance. This distribution channel includes thousands of retail
        outlets and is an anticipated marketplace for our products.  12


**Competition**





Our
      competitors include established media development companies. Many of our current
      and potential competitors have longer operating histories and financial, sales,
      marketing and other resources substantially greater than those that we possess.
      As a result, our competitors may be able to adapt more quickly to changes in
      the
      media market or to devote greater resources than we can to the sales of our
      media projects.





The
      video
      game industry is intensely competitive and new video game products and platforms
      are regularly introduced. We will compete primarily with other creators of
      video
      games for personal computers and game consoles. We will also compete with other
      forms of entertainment and leisure activities. Significant third party software
      competitors currently include, among others: Activision, Atari, Capcom,
      Electronic Arts, Konami, Namco, Midway, Take-Two, THQ, and Vivendi.





In
      addition, integrated video game console hardware and software companies such
      as
      Sony Computer Entertainment, Nintendo Co. Ltd. and Microsoft Corporation will
      compete directly with us in the development of software titles for their
      respective platforms.





Our
      competitors vary in size from small companies to very large corporations, with
      far longer operating histories, and significantly greater financial, marketing
      and product development resources than we have. Due to these greater resources,
      certain of our competitors will be able to undertake more extensive marketing
      and promotional campaigns, adopt more aggressive pricing policies, pay higher
      fees to licensors for desirable products, and devote substantially more money
      to
      game development than we can. We believe that the main competitive factors
      in
      the interactive entertainment software industry include product features and
      quality, compatibility of products with popular platforms, brand name
      recognition, access to distribution channels, marketing support, ease of use,
      price, and quality of customer service. There can be no assurance that we will
      be able to compete successfully with larger, more established video game
      publishers or distributors.




Our
      competitors could also attempt to increase their presence in our target markets
      by forming strategic alliances with other competitors. Such competition could
      adversely affect our gross profits, margins and results of operations. There
      can
      be no assurance that we will be able to compete successfully with existing
      or
      new competitors. Most of our competitors have substantially greater financial
      resources than us, and they have much larger staffs allowing them to create
      more
      games.  13


**Risk
      Factors Relating To Our Business and Our Industry**





In
      addition to the other information set forth in this report, you should carefully
      consider the following factors that could materially affect our business,
      financial condition or future results. The risks described below are not the
      only risks facing us. Additional risk and uncertainties not currently known
      to
      us or that we currently deem to be immaterial also may materially adversely
      affect our business, financial condition and/or operating results.





**It
      is difficult to assess the likelihood of success for an early stage company
      without a long operating history like ours.**





Since
      our
      organization we have been engaged in start-up and development activities. There
      is limited operating history upon which investors may base an evaluation of
      our
      likely future performance.





**There
      is no assurance that we will enjoy successful business development.**





There
      can
      be no assurance that our business strategies will lead to any profits. We face
      risks and uncertainties relating to our ability to successfully implement our
      strategies of creating and marketing video and PC games, and selling the games
      at a profit. Despite the popularity of Left Behind books and other media
      materials, we do not know whether we can produce video and PC games for which
      there will be a demand, or whether Left Behind’s brand success will cross over
      to video games. You must consider the risks, expenses and uncertainties of
      a
      company like this, with an unproven business model, and a competitive and
      somewhat evolving market. In particular, you must consider that our business
      model is based on an expectation that we will be able to create games and that
      demand for video games will sustain itself or increase.





**Need
      for substantial additional funds.**





We
      currently need additional funds to complete the development of our video games
      and to fund increased employment compensation for 2006. Our executives
      collectively are paid approximately $50,000 per month or a collective total
      of
      $600,000 per year. In addition, our estimated total employment compensation
      outlays for the next 12 months are approximately $1,500,000. Cash requirements
      for development and distribution of our video games in the next 12 months are
      expected to be approximately $2,500,000. Our cash requirements may vary or
      increase materially from those now planned because of unexpected costs or delays
      in connection with creation of video games, changes in the direction of our
      business strategy, competition, and other factors. Adequate funds for these
      purposes may not be available when needed or on acceptable terms.  14
 **We
      must pay expenses on behalf of the officers and directors to indemnify them
      for
      wrongdoing.**





Our
      officers and directors are required to exercise good faith and high integrity
      in
      the management of their affairs. The bylaws specifically limit the liability
      of
      such persons to the fullest extent permitted by law. As a result, aggrieved
      parties may have a more limited right to action than they would have had if
      such
      provisions were not present. The bylaws also provide for indemnification of
      the
      officers and directors from any losses or liabilities that may incur as a result
      of the manner in which they operated the business or conducted internal affairs,
      provided that in connection with these activities they acted in good faith
      and
      in a manner which they reasonably believed to be in, or not opposed to, our
      best
      interest. Use of the capital or assets for such indemnification would reduce
      amounts available for the operations or for distribution to the investors.





**Holders
      of shares of our common stock have a greater risk than holders of our preferred
      stock because shares of preferred stock have liquidation preferences over shares
      of our common stock.**





Holders
      of our preferred stock have liquidation preferences over our shares of common
      stock. The result is that in the event of any liquidation, dissolution or
      winding up of our affairs, whether voluntary or involuntary, the holders of
      record of our preferred stock will be entitled to recover their investment
      prior
      and in preference to any distribution of any of our remaining assets or surplus
      funds, if any remain, to the holders of our shares of common stock.





**Our
      revenues will be dependent on the popularity of the Left Behind series of
      novels. If the popularity of this series declines, it may have a material
      adverse effect on our revenues and operating results.**





Since
      1995, the popularity of the Left Behind series of books has grown. However,
      there can be no assurance that the series will sustain its popularity and
      continue to grow. A decline in the popularity of the Left Behind series could
      adversely affect the popularity of any product based upon the series, including
      the products that we intend to develop and distribute, and that, in turn, would
      have a material adverse effect on our revenues and operating results. Despite
      the popularity of the Left Behind series, there can be no guarantee that any
      video game product based upon the series will enjoy the same popularity or
      achieve commercial success.





**Governmental
      regulations could adversely affect the video game industry, including the
      distribution of interactive products over the Internet.**





Changes
      in domestic and foreign laws could affect our business and the development
      of
      our planned video game products, and, more specifically, could adversely affect
      the marketing, acceptance and profitability of our products. There can be no
      assurance that current laws and regulations (or the interpretation of existing
      regulations) will not become more stringent in the future, or that we will
      not
      incur substantial costs in the future to comply with such requirements, or
      that
      we will not be subjected to previously unknown laws and regulations that may
      adversely impact the development and distribution of our intended products
      or
      the operation of our business in general. As Internet commerce continues to
      evolve, we expect that federal, state and foreign governments will adopt laws
      and regulations covering issues such as user privacy, taxation of goods and
      services provided over the Internet, pricing, content and quality of products
      and services. It is possible that legislation could expose companies involved
      in
      electronic commerce to liability, taxation or other increased costs, any of
      which could limit the growth of electronic commerce generally. Legislation
      could
      dampen the growth in Internet usage and decrease its acceptance as a
      communications and commercial medium. If enacted, these laws and regulations
      could limit the market for our products to the extent we sell them over the
      Internet, and have a material adverse effect on our revenues and operating
      results.


15


**If
      we do not respond to rapid technological change, our products may become
      obsolete.**





The
      market for video game products and services is characterized by rapid
      technological change and evolving industry standards. We cannot assure you
      that
      we will be successful in responding rapidly or in a cost effective manner to
      such developments.





**We
      may not be able to achieve our distribution plans.**





Although
      we believe that our plans for marketing and distributing our products are
      achievable, there can be no assurance that we will be successful in our efforts
      to secure distribution agreements with national or regional wholesale or retail
      outlets, or to negotiate international distribution or sublicensing agreements
      regarding the distribution of Left Behind series video games in countries and
      territories outside of the United States, or that we will be able to gain access
      to CBA wholesale or retail channels of distribution.





**Our
      products may have short life cycles and may become quickly obsolete.**





Consumer
      preferences in the video game industry are continuously changing and are
      difficult to predict. Few products achieve market acceptance, and even when
      they
      do achieve commercial success, products typically have short life cycles. We
      cannot be certain that the products we introduce will achieve any significant
      degree of market acceptance, or that if our products are accepted, the
      acceptance will be sustained for any significant amount of time, or that the
      life cycles of any of our products will be sufficient to permit us to recover
      development, manufacturing, marketing and other costs associated with them.
      In
      addition, sales of our games are expected to decline over time unless they
      are
      enhanced or new products are introduced. If the products we create fail to
      achieve or sustain market acceptance, it could result in excess inventory,
      require reductions in the average selling prices of the affected products,
      or
      require us to provide retailers with financial incentives, any one or all of
      which would have a material adverse effect on our operating results and
      financial condition.  16


**If
        we are unable to maintain our license to Left Behind or other intellectual
        property, our operating results will be adversely impacted.**
 
 All
        of
        our planned products are based on or incorporate intellectual property owned
        by
        others. All of our current products are based on Left Behind names and themes.
        We expect that some of the products we publish in the future may also be
        based
        on intellectual property owned by others. The rights we enjoy to licensed
        intellectual property may vary based on the agreement we have with the licensor.
        Competition for these licenses is intense and many of our competitors have
        greater resources to take advantage of opportunities for such licenses. If
        we
        are unable to maintain our current licenses and obtain additional licenses
        with
        significant commercial value, we believe our sales will decline. In addition,
        obtaining licenses for popular franchises owned by others could require us
        to
        expend significant resources and the licenses may require us to pay relatively
        high royalty rates. If these titles are ultimately unpopular, we may not
        recoup
        our investment made to obtain such licenses. Furthermore, in many instances
        we
        do not have exclusive licenses for intellectual property owned by others.
        In
        these cases, we may face direct competition from other publishers holding
        a
        similar license.




**The
      video game industry is very competitive, and we may not be able to compete
      successfully with larger, more established video game publishers.**





The
      interactive entertainment software industry is intensely competitive and new
      interactive entertainment software products and platforms are regularly
      introduced. We will compete primarily with other publishers of interactive
      entertainment software for personal computers and video game consoles. We will
      also compete with other forms of entertainment and leisure activities.





**Our
      ability to develop and market our video game products depends entirely upon
      our
      license from the publisher of the Left Behind series.**





On
      October 11, 2002, White Beacon secured the license from the publisher of the
      Left Behind series to use the copyrights and trademarks relating to the Left
      Behind series to develop video game products. This license has been sublicensed
      to Left Behind Games in entirety. The license requires Left Behind Games to
      pay
      royalties and other fees on an ongoing basis to the publisher of the Left Behind
      series and to meet certain product development, manufacturing and distribution
      milestones. The license also grants the publisher of the Left Behind series
      significant control over the development of products under the license. In
      the
      event we are unable to perform all of the obligations to the publisher of the
      Left Behind series under the license, the publisher of the Left Behind series
      may terminate the license leaving us without the ability to develop, manufacture
      and distribute our video game products. The publisher of the Left Behind series
      rights to review and approve our products may cause delays in shipping those
      products. Our success and our business plan is heavily dependent upon our
      ability to comply with the terms and conditions of the license and the
      sublicense and yet there can be no assurance that we will be able to comply
      with
      all terms and conditions of the license from the publisher of the Left Behind
      series and sublicense from White Beacon. In the event the license or sublicense
      is terminated for any reason, we would likely be unable to continue to develop,
      sell or otherwise distribute video games based on the Left Behind series.  17


**Platform
      manufacturers are primary competitors and have approval rights and are expected
      to control the manufacturing of our video game products.**





The
      vast
      majority of commercial video game products are designed to play on a specific
      platform. The platform is the system that runs the game. Within the video game
      industry, there are currently many platforms, including Microsoft Xbox 360,
      Sony
      Playstation 2, Sony PSP, Sony Playstation 3, Nintendo DS, Nintendo GameCube and
      Gameboy Advance, Microsoft Windows, and Mac OS. The majority of PC games are
      designed to play on computers running the Microsoft Windows or the MAC OS
      platform. In order to develop a game that will run on a particular console
      platform, it is necessary to enter into a platform licensing agreement with
      a
      console or portable platform manufacturer. The platform manufacturers, Sony,
      Nintendo, and Microsoft, also publish their own video game products and are
      therefore competitors of ours. If we are successful in securing a platform
      licensing arrangement with one or more of these companies, we will most likely
      be required to give them significant control over the approval and manufacturing
      of our products. This could leave us unable to get our products approved,
      manufactured and shipped to customers. Control of the approval and manufacturing
      process by the platform licensors could also increase both our manufacturing
      and
      shipping lead times and related costs. Such delays could harm our business
      and
      adversely affect our financial performance. Additionally, while we are not
      aware
      of any reason that would prevent us from obtaining any desired development
      and/or publishing agreements with any of the hardware platform licensors, we
      have not yet signed any such agreement with any platform manufacturer, and
      we
      cannot guarantee that we will be able to conclude agreements with these third
      parties, or that if we do, the provisions of the agreements will be favorable
      or
      even as good as the comparable agreements executed by any of our competitors.
      If
      we are unable to secure development and/or publishing agreements with the major
      platform manufacturers, we would not be able to bring our products to market
      on
      any such affected platform.


**We
      may not be able to regularly pay dividends to our stockholders or redeem shares
      of preferred stock.**





Our
      ability to pay dividends or redeem shares of preferred stock in the future
      depends on our ability to operate profitably and to generate cash from our
      operations in excess of our operating expenses and debt service obligations.
      The
      payment of dividends or redemption of shares of preferred stock is in the sole
      discretion of our board of directors.


18


**Future
      terrorist attacks in the United States may result in declining economic
      activity, which could reduce the demand for our products.**





Future
      terrorist attacks in the United States, such as the attacks that occurred in
      New
      York and Washington, D.C. on September 11, 2001, and other acts of terrorism
      or
      war, may result in declining economic activity and reduced demand for our
      products. A decrease in demand would make it difficult for us to renew or
      release our products. Terrorist activities also could directly impact the value
      of our products through damage, destruction or loss.





These
      types of events also may adversely affect the markets in which our securities
      are sold. These acts may cause further erosion of business and consumer
      confidence and spending and may result in increased volatility in national
      and
      international financial markets and economies. Any one of these events may
      cause
      a decline in the demand for video games, delay the time in which our video
      games
      can be created and sold and limit our access to capital or increase our cost
      of
      raising capital.





**General
      economic conditions may adversely affect our financial condition and results
      of
      operations.**





Periods
      of economic slowdown or recession in the United States and in other countries,
      rising interest rates or declining demand for video games, or the public
      perception that any of these events may occur, could result in a general decline
      economic activities, which would adversely affect our financial position,
      results of operations, and cash flow.





**The
      success of our company depends on the continuing contributions of our key
      personnel.**





We
      have a
      skilled management team to seek out developers for our video games. However,
      members of our management team are required to devote only as much time to
      our
      operations as they, in their sole discretion, deem necessary in carrying out
      our
      operations effectively. Any or all of the members of our management team,
      including Jeffrey S. Frichner, Troy A. Lyndon and Thomas H. Axelson, may fail
      to
      divide their time efficiency in operating our business given their outside
      obligations. In addition, we do not have agreements with any of our management
      team that hinder their ability to work elsewhere or quit at will and, thus,
      any
      executive officer or key employee may terminate his or her relationship with
      us
      at any time without advanced notice.


**Significant
        Employees**
 
 Dereck
        Wong, age 48, is President and Owner of Wong & Associates. Mr. Wong has more
        than 20 years experience in consumer electronic sales, software sales and
        management. He has represented the interactive software and video game companies
        such as Capcom, Bethesda Softworks, Interplay, Mattel and Mindscape. Mr.
        Wong’s
        retail clients in California includes Fry’s, Good Guys, and Warehouse
        Entertainment. Additionally, the Vice President of administration, human
        resources and corporate events Robilyn Lyndon, age 51, is a significant
        employee. Robilyn Lyndon has more than 20 years experience in business and
        administration, including work as a human resource and finance administrator
        for
        a multi-million dollar church and has held numerous positions with both
        marketing and consumer products organizations. Additionally, we employ more
        than
        25 full-time workers in the United States.


19


**ITEM
      2. DESCRIPTION OF PROPERTY**





Our
      corporate offices consist of a 3,500 square foot facility on 29995 Technology
      Drive in Murrieta, California under a lease agreement through May 2010. Its
      cost
      is $7,545 per month, with annual increases of 4%. Current offices are adequate
      for our present needs.





**ITEM
      3. LEGAL PROCEEDINGS**





No
      current legal proceedings exist whereby any party is seeking damages in
      excess of 10% of our current assets. However, we are engaged in a legal
      proceeding with a state which has become the receiver for one of our
      shareholders. The state claims that 60,000 shares of common stock should not
      have been acquired by the shareholder, and that we should return the $30,000
      to
      the state, in exchange for the state’s return to us of the 60,000
      shares.





**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**





No
      matters were submitted to a vote of our stockholders during the fourth quarter
      of the fiscal year covered by this report.





**PART
      II**





**ITEM
      5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS.**




**(a)
      Equity and Related Stockholder Matters**




Our
      common stock is traded in the over-the-counter market on the NASD Bulletin
      Board
      under the symbol “LFBG”. The following table shows the high ask and low bid
      prices for the common stock for each quarter during the last three fiscal years
      ended March 31. The quotations reflect inter-dealer prices, without retail
      mark-up, mark-down or commission and may not represent actual transactions.
      All
      quotations through the q uarter
      ended 12/31/05 reflect
      prices prior to our 1 for 4 reverse split effectuated on February 7, 2006.
      The
      quotations for the q uarter
      ended 03/31/06 reflect
      prices post 1 for 4 reverse split. If the reverse split had not occurred out
      high and low prices would have been $1.18 and $0.20, respectively.  20


High
              Ask
            
            Low
              BidYear
              ended 3/31/04Quarter
              ended
                6/30/03
            
            $
            .035
            
            $
            .035Quarter
              ended
                9/30/03
            
            
            .06
            
            
            .02Quarter
              ended
              12/31/03
            
            
            .18
            
            
            .05Quarter
              ended
                3/31/04
            
            
            .15
            
            
            .10Year
              ended 3/31/05Quarter
              ended
              6/30/04
            
            $
            .10
            
            $
            .10Quarter
              ended
              9/30/04
            
            
            .14
            
            
            .14Quarter
              ended
              12/31/04
            
            
            .14
            
            
            .14Quarter
              ended
              03/31/05
            
            
            .14
            
            
            .14Year
              ended 3/31/06Quarter
              ended
              6/30/05
            
            $
            .16
            
            $
            .12Quarter
              ended
              9/30/05
            
            
            .23
            
            
            .14Quarter
              ended
              12/31/05
            
            
            .35
            
            
            .20Quarter
              ended
              03/31/06
            
            
            4.75
            
            
            .80




**Dividends**





We
      have
      not declared or paid cash dividends or made distributions in the past, and
      we do
      not anticipate that it will pay cash dividends or make distributions in the
      foreseeable future. We currently intend to retain any future earnings to finance
      its operations.





**Description
      of Securities**





At
      June
      26, 2006, our shares of common and preferred voting stock issued and outstanding
      were held by approximately 1,300 shareholders of record. As discussed in the
      section entitled “Executive Compensation”, several executive officers have a
      right to convert deferred salaries into our common stock. There are no other
      outstanding options or rights to acquire shares.





**Common
      Stock**





We
      are
      authorized to issue two hundred million (200,000,000) shares of $0.001 par
      value
      common stock of which 16,132,025 shares are currently outstanding as of June
      27,
      2006, plus an additional 5,990,391 that may be issued pursuant to deferred
      salary conversion privileges held by three members of our executive management
      team. Holders of common stock are entitled to one vote per share on each matter
      submitted to a vote at any meeting of stockholders. Shares of common stock
      do
      not carry cumulative voting rights and, therefore, holders of a majority of
      the
      outstanding shares of common stock will be able to elect the entire board of
      directors, and, if they do so, minority stockholders would not be able to elect
      any members to the board of directors. Our board of directors has authority,
      without action by the stockholders, to issue all or any portion of the
      authorized but unissued shares of common stock, which would reduce the
      percentage ownership of the stockholders and which may dilute the book value
      of
      the common stock.  21


Stockholders
      have no pre-emptive rights to acquire additional shares of common stock. The
      common stock is not subject to redemption and carries no subscription or
      conversion rights. In the event of liquidation, the shares of common stock
      are
      entitled to share equally in corporate assets after satisfaction of all
      liabilities. The shares of common stock, when issued, will be fully paid and
      non-assessable.





Holders
      of common stock are entitled to receive dividends as the board of directors
      may
      from time to time declare out of funds legally available for the payment of
      dividends. We have not paid dividends on common stock and do not anticipate
      that
      it will pay dividends in the foreseeable future.





We
      entered into an agreement with Charter Financial Holdings, LLC in connection
      with consulting services. The compensation section of the agreement requires
      that we issue shares of our common stock to Charter sufficient to ensure that
      its ownership in us, does not fall below 1% of our outstanding common stock.
      The
      result is that for each time we issue or sell stock, we must issue that amount
      of stock to Charter Financial Holdings, LLC to maintain their ownership
      percentage. Charter Financial Holdings, LLC is not required to pay additional
      consideration for those shares.





There
      are
      no conversions, preemptive, or other subscription rights or privileges with
      respect to any shares. Our stock does not have cumulative voting rights which
      mean that the holders of more than fifty percent (50%) of the shares voting
      in
      an election of directors may elect all of the directors if they choose to do
      so.
      In such event, the holders of the remaining shares aggregating less than fifty
      percent (50%) would not be able to elect any directors.





**Preferred
      Stock**





We
      are
      authorized to issue five million (5,000,000) shares of $0.001 par value
      preferred stock of which 3,586,245 preferred A shares are issued and outstanding
      as of March 31, 2006. Preferred A shares are convertible on a one for one basis
      with our common stock at the sole discretion of the holder. Our preferred A
      shares enjoy one for one common stock voting rights. The preferred stock is
      entitled to preference over the common stock with respect to the distribution
      of
      our assets in the event of our liquidation, dissolution, or winding-up, whether
      voluntarily or involuntarily, or in the event of any other distribution of
      our
      assets of among the shareholders for the purpose of winding-up our affairs.
      The
      authorized but unissued shares of preferred stock may be divided into and issued
      in designated series from time to time by one or more resolutions adopted by
      the
      Board of Directors. The Directors in their sole discretion shall have the power
      to determine the relative powers, preferences, and rights of each series of
      preferred stock.


22


We
        consider it desirable to have one or more classes of preferred stock to provide
        us with greater flexibility in the future in the event that we elect to
        undertake an additional financing and in meeting corporate needs that may
        arise.
        If opportunities arise that would make it desirable to issue preferred stock
        through either public offerings or private placements, the provision for
        these
        classes of stock in our certificate of incorporation would avoid the possible
        delay and expense of a stockholders’ meeting, except as may be required by law
        or regulatory authorities. Issuance of the preferred stock would result,
        however, in a series of securities outstanding that may have certain preferences
        with respect to dividends, liquidation, redemption, and other matters over
        the
        common stock which would result in dilution of the income per share and net
        book
        value of the common stock. Issuance of additional common stock pursuant to
        any
        conversion right that may be attached to the preferred stock may also result
        in
        the dilution of the net income per share and net book value of the common
        stock.
        The specific terms of any series of preferred stock will depend primarily
        on
        market conditions, terms of a proposed acquisition or financing, and other
        factors existing at the time of issuance. As a result, it is not possible
        at
        this time to determine the respects in which a particular series of preferred
        stock will be superior to the common stock. Other than one for one exchanges
        of
        preferred stock held by shareholders of our subsidiary, the board of directors
        does not have any specific plan for the issuance of preferred stock at the
        present time and does not intend to issue any such stock on terms which it
        deems
        are not in our best interest or the best interests of our
        stockholders.


**(b)
      Recent Sales of Unregistered Securities**





In
      April,
      May, and June 2005, we issued 358,625 shares of common stock valued at $0.84
      per
      share for cash resulting in gross proceeds to us totaling $300,000. In
      issuing these securities, we relied on the exemption from registration provided
      for by Section 4(2) of the Securities Act of 1933.





In
      May
      2005, we issued 59,771 shares of common stock pursuant to an agreement between
      us and the consultant, wherein we agreed to provide the consultant a one
      percent non-dilutable company ownership interest. In issuing these securities,
      we relied on the exemption from registration provided for by Rule 701 of the
      Securities Act of 1933.




In
        May
        and June 2005, we issued 44,828 shares of common stock valued at $0.84 per
        share
        to employees resulting in salary expense of $37,500. In issuing these
        securities, we relied on the exemption from registration provided for by
        Rule
        701 of the Securities Act of 1933.
 
 In
        August
        2005 and January 2006, we issued 161,381 shares of common stock valued at
        $1.67
        to employees resulting in salary expense of $270,000.
 
 In
        May
        2005, we issued 5,977 shares of common stock valued at $1.67 per share to
        a
        third party for the acquisition of the “LBgames.com” web address. The amount has
        been expensed as of March 31, 2006. In issuing these securities, we relied
        on
        the exemption from registration provided for by Section 4(2) of the Securities
        Act of 1933.


23


From
      May 2005 through January 2006, we issued 4,401,125 shares of common stock valued
      at $0.84 to $1.67 per share for consulting services under various consulting
      agreements for total deferred consulting expense of $6,613,343 of
      which $6,486,262 resulted in deferred consulting expense. Of the total
      deferred consulting,  $4,571,261 was recorded as consulting expense during
      the year ended March 31, 2006. In issuing these securities, we relied on the
      exemption from registration provided for by Rule 701 of the Securities Act
      of
      1933.





From
      August 2005 through January 2006, we issued 439,016 shares of common stock
      valued at $1.67 per share for cash. In issuing these securities, we relied
      on
      the exemption from registration provided for by Section 4(2) of the Securities
      Act of 1933.





In
      November 2005, we issued 77,702 shares of common stock pursuant to an agreement
      between us and the consultant, wherein we agreed to provide the
      consultant a one percent non-dilutable ownership interest. In issuing these
      securities, we relied on the exemption from registration provided for by Rule
      701 of the Securities Act of 1933.





In
      December 2005, we issued 59,771 shares of common stock valued at $1.67 per
      share
      in exchange for a $100,000 note receivable. In issuing these securities, we
      relied on the exemption from registration provided for by Section 4(2) of the
      Securities Act of 1933.


In
        January 2006, we entered into an Agreement and Plan of Merger (the “Agreement”)
        with Bonanza Gold, Inc., a Washington corporation (“Bonanza”), wherein Bonanza
        acquired us through the purchase of our outstanding common stock on a “1 for 1”
exchange basis. Prior to the execution of the Agreement, on January 25, 2006,
        we
        performed a 2.988538 for 5 reverse stock split of both our common stock and
        preferred stock outstanding, resulting in 12,456,538 and 3,586,246 shares
        of
        common and preferred stock, respectively. Also prior to the execution of
        the
        Agreement, Bonanza performed a 1 for 4 reverse stock split, resulting in
        1,882,204 shares of common stock outstanding. In issuing these securities,
        we
        relied on the exemption from registration provided for by Section 4(2) of
        the
        Securities Act of 1933.
 
 In
        February and March 2006, we issued 479,334 shares of common stock valued
        at
        $1.50 per share for cash resulting in proceeds to us totaling $615,000, net
        of funding costs of $104,000. In issuing these securities, we relied on the
        exemption from registration provided for by Section 4(2) of the Securities
        Act
        of 1933.
 
 In
        February and March 2006, we issued 143,333 shares of common stock valued
        at
        $1.50 per share under a consulting agreement for total deferred consulting
        expense of $215,000 to be amortized over the term of the consulting agreement,
        all of which was recorded as consulting expense during the year ended March
        31,
        2006. In issuing these securities, we relied on the exemption from registration
        provided for by Section 4(2) of the Securities Act of 1933.  24


In
      February 2006, we issued 300,000 shares of common stock valued at $1.50 per
      share to a consultant in connection with the reverse merger. We recorded
      $450,000 as consulting expense during the year ended March 31, 2006. In issuing
      these securities, we relied on the exemption from registration provided for
      by
      Section 4(2) of the Securities Act of 1933.





In
      April
      2006, we issued 375,033 shares of common stock valued at $1.50 per share to
      investors for cash resulting in proceeds totaling $562,550. In issuing these
      securities, we relied on the exemption from registration provided for by the
      Rule 506 safe-harbor to Section 4(2) of the Securities Act of 1933.





In
      May
      2006, we issued 216,667 shares of common stock valued at $1.50 per share to
      investors for cash resulting in proceeds totaling $325,000. In issuing these
      securities, we relied on the exemption from registration provided for by the
      Rule 506 safe-harbor to Section 4(2) of the Securities Act of 1933.





In
      May
      2006, we issued 30,000 shares of common stock valued at $1.50 per share under
      an
      employee agreement for total deferred compensation expense of $45,000 to be
      amortized over the term of the applicable agreement. In issuing these
      securities, we relied on the exemption from registration provided for by Section
      4(2) of the Securities Act of 1933.





In
      May
      2006, we issued 5,000 shares of common stock valued at $1.50 per share to an
      investor for cash totaling $7,500. In issuing these securities, we relied on
      the
      exemption from registration provided for by the Rule 506 safe-harbor to Section
      4(2) of the Securities Act of 1933.


In
        June
        2006, we issued 180,000 shares of common stock valued at $1.50 per share
        to an
        investor for cash totaling $270,000. In issuing these securities, we relied
        on
        the exemption from registration provided for by the Rule 506 safe-harbor
        to
        Section 4(2) of the Securities Act of 1933.
 
 In
        June
        2006, we issued 26,667 shares of common stock valued at $1.50 per share to
        an
        investor for cash totaling $40,000. In issuing these securities, we relied
        on
        the exemption from registration provided for by the Rule 506 safe-harbor
        to
        Section 4(2) of the Securities Act of 1933.
  **Issuance
        of Preferred Stock**
 
 In
        June
        2004, holders of $150,000 in notes payable converted the outstanding principal
        of $150,000, accrued interest of $17,500 and the 1,793,123 shares of common
        stock held by them into 2,151,747 shares of our Series A preferred stock.
        The
        holders of Series A preferred stock have a liquidation preference equal to
        the
        sum of the converted principal, accrued interest and value of converted common
        stock, aggregating $188,500 at March 31, 2006. In issuing these securities,
        we
        relied on the exemption from registration provided for by Section 4(2) of
        the
        Securities Act of 1933.  25


In
      November 2005, we issued 1,434,498 shares of series A preferred stock valued
      at
      $1.67 per share under a consulting agreement for total deferred consulting
      expense of $2,400,000 to be amortized over the term of the consulting agreement.
      $800,000 was recorded as consulting expense during the year ended March 31,
      2006. In issuing these securities, we relied on the exemption from registration
      provided for by Rule 701 of the Securities Act of 1933.





We
      believe that each transaction where securities were issued to consultants in
      the
      twelve month period ended March 31, 2006 did not require registration under
      the
      Securities Act of 1933, because they were exempt under Rule 701 of the
      Securities Act of 1933. Moreover, issuances of securities to consultants,
      including those issued after we became a reporting company where the Rule 701
      exemption was no longer available, did not involve any public offering and
      were
      therefore exempt transactions pursuant to Section 4(2) of the Securities Act
      of
      1933. Our basis for this is the fact that the securities were offered and sold
      to a limited number of persons, in a limited number of offers, with a limited
      number of shares offered. In addition, as our consultants and employees, our
      management believes that each of the service providers were sophisticated and
      able to fend for themselves and obtain the information they needed to make
      the
      decision to accept stock in lieu of cash. This is based on the fact that the
      service providers had access to our officers and operations and were in a
      position that enabled them to command access to information that would otherwise
      be contained in a registration statement. An appropriate legend was placed
      on
      the common stock issued to each shareholder.




All the above securities issued pursuant to Rule 506 promulgated as part of
      Regulation D under section 4(2) of the Securities Act of 1933 were offered
      and sold to a select group of investors who at the time of investment
      represented themselves to us to be “accredited investors” as defined in
      Regulation D under the Securities Act of 1933, and knowledgeable and
      sophisticated investors. In addition, each investor was believed to have had
      such knowledge and experience in financial and business matters that such
      investor was capable of evaluating the merits and risks of their investment
      into
      us, and able at the time of investment to bear the economic risks of an
      investment in us.We
      believe the investors to be accredited because we received written confirmation
      from the investor in our subscription agreements and we have no reason to doubt
      the validity of the subscription documents.An
      appropriate legend was placed on the common stock issued to each shareholder.


26


**ITEM
      6. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION**





**Cash
      requirements, Liquidity and Capital Resources**





At
      March
      31, 2006 we had $393,433 of cash compared to $215,974 at March 31, 2005, an
      increase of $177,459. For the year ended March 31, 2006 we issued 1,276,975
      shares of common stock valued at $0.84, $1.67 and $1.50 for cash resulting
      in
      net proceeds of $1,649,500. In addition, we issued 5,056,644 shares for
      services rendered by employees and consultants resulting in consulting and
      compensation expense of $6,665,920 which is included in general and
      administrative expenses.




At
      March
      31, 2006, we had a working capital position of $3,019,786 compared to a negative
      working capital position of $203,489 at March 31, 2005. This increase is
      attributable to the recording of non-cash prepaid consulting expense of
      $3,515,000.




Since
      our
      inception in August 2002 through March 31, 2006, we have raised over $2 million
      through funds provided by founders and private placement offerings. This has
      been sufficient to keep development of our first product moving forward without
      delay. Although we expect this trend to continue, we can make no guarantee
      that
      it will be adequately financed going forward. However, it is also anticipated
      that in the event we are able to continue raising funds at a pace that exceeds
      its minimum requirements, we may expect to spend cash to expand operations
      or
      take advantage of business and marketing opportunities for our long-term
      benefit. Additionally, we intend to continue to use equity whenever possible
      to
      finance marketing, public relations and development services it may not
      otherwise be able to obtain without cash.






**Year
      Ended March 31, 2006 Compared to Year Ended March 31, 2005; and Cumulative
      period from August 27, 2002 (inception) to March 31, 2006**




**Results
      of Operations**





**Net
      Revenues.** **** During
      the twelve month periods ended March 31, 2006 and 2005 and since inception,
      we
      have generated no significant revenue as we moved forward to complete the
      development of our first product. Our first product is anticipated to be release
      in the 2 nd half of
      calendar 2006. We may choose to release its first product in the months that
      follow to take full advantage of the holiday marketing season.





**Operating
      Expenses.** **** Operating
      expenses were $8,610,695 for the year ended March 31, 2006, compared to $482,993
      for the year ended March 31, 2005, a 1,683% increase. In addition, operating
      expenses were $9,527,409 from August 27, 2002 (inception) to March 31, 2006.
      These increases are directly attributable to the growth of our development
      team
      and include non-cash (equity) compensation paid to them. Operations
      expanded beyond our facilities in Ukraine to include three additional offices,
      in the short term, in Romania.  27


**Other
      Income (Expense)** .
      Other
      income was $2,969 for the year ended March 31, 2006, compared to expense of
      ($2,813) for the year ended March 31, 2005.





**Net
      Loss.** We
      reported a net loss of ($8,608,526) for the year ended March 31, 2006, compared
      to a net loss of ($486,606) for the year ended March 31, 2005, resulting in
      an
      increased loss of ($8,121,920). In addition, our accumulated deficit at March
      31, 2006 totaled ($9,547,153). These increases are attributable primarily to
      the
      factors outlined above that contributed to our increased operating costs.





**Going
      Concern**




We
      have
      not generated any revenue and has incurred net losses of $9,547,153 and had
      negative cash flows from operations of $1,771,790 since its inception through
      March 31, 2006. Our ability to continue as a going concern is dependent upon
      its
      ability to generate profitable operations in the future and/or to obtain the
      necessary financing to meet its obligations and repay its liabilities arising
      from normal business operations when they come due. Management plans to continue
      to provide for its capital requirements by issuing additional equity securities
      and is currently in the process of soliciting additional capital. No assurance
      can be given that additional capital will be available when required or on
      terms
      acceptable to us. The outcome of these matters cannot be predicted at this
      time
      and there are no assurances that if achieved, we will have sufficient funds
      to
      execute its business plan or generate positive operating results.





As
      a
      result of the above, our independent registered public accounting firm has
      indicated in its report of independent registered public accounting firm that
      these matters, among others, raise substantial doubt about our ability to
      continue as a going concern.


**Critical
        Accounting Policies**
  Our consolidated financial statements have been prepared in accordance with
        accounting principles generally accepted in the United States. The preparation
        of these financial statements requires us to make estimates and judgments
        that
        affect the reported amounts of assets, liabilities, revenues and expenses,
        and
        related disclosure of contingent assets and liabilities. We base our estimates
        on historical experience and on various other assumptions that are believed
        to
        be reasonable under the circumstances, the results of which form the basis
        of
        making judgments about the carrying values of assets and liabilities that
        are
        not readily apparent from other sources. Actual results may differ from these
        estimates under different assumptions or conditions, however, in the past
        the
        estimates and assumptions have been materially accurate and have not required
        any significant changes. Specific sensitivity of each of the estimates and
        assumptions to change based on other outcomes that are reasonably likely
        to
        occur and would have a material effect is identified individually in each
        of the
        discussions of the critical accounting policies described below. Should we
        experience significant changes in the estimates or assumptions which would
        cause
        a material change to the amounts used in the preparation of our financial
        statements, material quantitative information will be made available to
        investors as soon as it is reasonably available.  28


We
      believe the following critical accounting policies, among others, affect our
      more significant judgments and estimates used in the preparation of our
      consolidated financial statements:





**Software
      Development Costs.** Research
      and development costs, which consist of software development costs, are expensed
      as incurred. Software development costs primarily include payments made to
      independent software developers under development agreements. SFAS No. 86, *Accounting
      for the Cost of Computer Software to be Sold, Leased, or Otherwise
      Marketed* ,
      provides for the capitalization of certain software development costs incurred
      after technological feasibility of the software is established or for the
      development costs that have alternative future uses. We believe that the
      technological feasibility of the underlying software is not established until
      substantially all product development is complete, which generally includes
      the
      development of a working model. No software development costs have been
      capitalized to date.





**Intangible
      Assets.** **** We
      have
      adopted SFAS No.142, *Goodwill
      and Other Intangible Assets* .
      SFAS
      No. 142 requires that goodwill and intangible assets that have indefinite lives
      not be amortized but rather be tested at least annually for impairment, and
      intangible assets that have finite useful lives be amortized over their useful
      lives. If our patents and trademarks are challenged, current values could become
      impaired. Currently we are not aware of any existing infringements or other
      such
      challenges to its patents or trademarks that would cause possible impairment
      to
      their values.




**Impairment of Long-Lived Assets.** **** We
      reviews our long-lived assets
      for impairment whenever events or changes in circumstances indicate that the
      carrying amount of an asset may not be recoverable. Recoverability of assets
      to
      be held and used is measured by a comparison of the carrying amount of the
      assets to future net cash flows expected to be generated by the assets. If
      the
      assets are considered to be impaired, the impairment to be recognized is
      measured by the amount by which the carrying amount exceeds the present value
      of
      estimated future cash flows. At March 31, 2006, our management believes there
      is
      no impairment of its long-lived assets. There can be no assurance however,
      that
      market conditions will not change or that there will be demand for our products,
      which could result in impairment of long-lived assets in the
      future.





**Stock-Based
      Compensation** .
      All
      transactions in which goods or services are the consideration received for
      the
      issuance of equity instruments are accounted for based on the fair value of
      the
      consideration received or the fair value of the equity instrument issued,
      whichever is more reliably measurable. The measurement date used to determine
      the fair value of the equity instrument issued is the earlier of the date on
      which the third-party performance is complete or the date on which it is
      probable that performance will occur. We account for stock-based awards to
      non-employees by using the fair value method.


29


In
      accordance to EITF Issue No. 00-18, Accounting Recognition for Certain
      Accounting Transactions Involving Equity Instruments Granted to Other Than
      Employees, an asset acquired in exchange for the issuance of fully vested,
      non-forfeitable equity instruments should not be presented or classified as
      an
      offset to equity on the grantor's balance sheet once the equity instrument
      is
      granted for accounting purposes. Accordingly, the Company recorded the fair
      value of the common stock issued for certain consulting services as prepaid
      expenses in its consolidated balance sheet.


**ITEM
        7. FINANCIAL
        STATEMENTS**
    **LEFT
        BEHIND GAMES INC.**
 **(A
        Development Stage Company)**
  **CONSOLIDATED
          FINANCIAL STATEMENTS**
  For
          The Years Ended March 31, 2006 and 2005
          and
 For
          The Period August 27, 2002 (Date of
          Inception)
 Through
          March 31, 2006
  **with**
  REPORT
          OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
          FIRM


30


**LEFT
      BEHIND GAMES INC.**


(A
          Development Stage
          Company)
  TABLE
          OF CONTENTS
   PageReport
                of Independent Registered Public Accounting Firm
              1Consolidated
                Financial Statements:Balance Sheets
              2Statements of Operations
              3Statements of Stockholders' Equity (Deficit)
              4Statements of Cash Flows
              6Notes
                to Consolidated Financial Statements
              8-24
 
  *Certified
        Public Accountants and Business Consultants*
 
 
 **REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 To
        the
        Board of Directors
 Left
        Behind Games Inc.
 
 We
        have
        audited the accompanying consolidated balance sheets of Left Behind Games
        Inc.
        (a development stage company) (the “Company”) as of March 31, 2006 and
        2005 and the related consolidated statements of operations, stockholders’ equity
        (deficit) and cash flows for the years then ended and for the period August
        27,
        2002 (date of inception) through March 31, 2006. These consolidated financial
        statements are the responsibility of the Company’s management. Our
        responsibility is to express an opinion on these consolidated financial
        statements based on our audits.
 
 We
        conducted our audits in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audits to obtain reasonable assurance about whether the
        consolidated financial statements are free of material misstatement. An audit
        includes examining, on a test basis, evidence supporting the amounts and
        disclosures in the consolidated financial statements. The Company is not
        required to have, nor were we engaged to perform, an audit of its internal
        control over financial reporting. Our audit included consideration of internal
        control over financial reporting as a basis for designing audit procedures
        that
        are appropriate in the circumstances, but not for the purpose of expressing
        an
        opinion on the effectiveness of the Company's internal control over financial
        reporting. Accordingly, we express no such opinion.  An audit also includes
        assessing the accounting principles used and significant estimates made by
        management, as well as evaluating the overall consolidated financial statement
        presentation. We believe that our audits provide a reasonable basis for our
        opinion.
 
 In
        our
        opinion, the consolidated financial statements referred to above present
        fairly,
        in all material respects, the financial position of Left Behind Games Inc.
        as of
        March 31, 2006 and 2005 and the results of its operations and its cash flows
        for
        the years then ended and for the period August 27, 2002 (date of inception)
        through March 31, 2006 in conformity with accounting principles generally
        accepted in the United States of America.
 
 The
        accompanying consolidated financial statements have been prepared assuming
        that
        the Company will continue as a going concern. The Company is in the development
        stage and has
        not
        generated any revenues or positive cash flows from operations since inception. These
        conditions raise substantial doubt about its ability to continue as a going
        concern. Management’s plans regarding these matters are described in Note 2 .
        As
        discussed in Note 2 to the
        consolidated financial statements, successful completion of the Company’s
        development program and ultimately the attainment of profitable operations
        is
        dependent on future events, including maintaining adequate financing to complete
        development activities and achieving a level of sales adequate to support
        the
        Company’s cost structure. The consolidated financial statements do not include
        any adjustments that might result from the outcome of this
        uncertainty.
  /s/ CORBIN & COMPANY, LLPCORBIN & COMPANY, LLP
 Irvine,
        California
 June
        22,
        2006
  2603
        Main Street, Suite 600 ·Irvine,
        California 92614·Tel:
        (949) 756-2120·Fax:
        (949) 756-9110
  *1*
 **LEFT
          BEHIND GAMES INC.**


**(A
          Development Stage Company)**
  **CONSOLIDATED
            BALANCE SHEETS**
 **As
                    of March 31,****2006**
                
                **2005****ASSETS**CURRENT
                    ASSETS:Cash
                
                $
                393,433
                
                $
                215,974Prepaid royalties
                
                
                250,000
                
                
                -Prepaid consulting
                
                
                3,515,000
                
                
                185,077Other prepaid expenses and current assets
                
                
                4,411
                
                
                5,860Total
                    current assets
                
                
                4,162,844
                
                
                406,911Property
                    and equipment, net
                
                
                42,085
                
                
                12,574Prepaid
                    royalties
                
                
                -
                
                
                250,000Intangible
                    assets, net
                
                
                36,329
                
                
                5,737Other
                    assets
                
                
                3,439
                
                
                -$
                4,244,697
                
                $
                675,222**LIABILITIES
                    AND STOCKHOLDERS' EQUITY (DEFICIT)**CURRENT
                    LIABILITIES:Accounts payable and accrued expenses
                
                $
                296,222
                
                $
                92,191Royalty payable
                
                
                150,000
                
                
                -Deferred salaries
                
                
                696,836
                
                
                518,209Total
                    current liabilities
                
                
                1,143,058
                
                
                610,400Long-term
                    royalty payable
                
                
                -
                
                
                150,000Total
                    liabilities
                
                
                1,143,058
                
                
                760,400Commitments
                    and contingenciesStockholders'
                    equity (deficit):Series A preferred stock, $0.001 par value; 5,000,000shares authorized; 3,586,245 and 2,151,747 sharesissued and outstanding as of 2006and 2005, respectively
                
                
                3,586
                
                
                2,152Common stock, $0.001 par value; 200,000,000 sharesauthorized; 15,298,658 and 6,885,591 shares issuedand outstanding as of 2006 and 2005, respectively
                
                
                15,299
                
                
                6,887Additional paid-in-capital
                
                
                12,729,907
                
                
                844,410Stockholder receivable
                
                
                (100,000
                )
                
                -Deficit accumulated during the development stage
                
                
                (9,547,153
                )
                
                (938,627
                )Total
                    stockholders' equity (deficit)
                
                
                3,101,639
                
                
                (85,178
                )$
                4,244,697
                
                $
                675,222
 *See
              report of independent registered public accounting firm and*
 *accompanying
              notes to consolidated financial statements*
 *2*
 **LEFT
          BEHIND GAMES INC.**
 **(A
          Development Stage
          Company)**
  **CONSOLIDATED
            STATEMENT OF OPERATIONS**
 **For
                    the Period****August
                    27, 2002****(Date
                    of Inception)****For
                    The Years Ended March 31,**
                
                **Through****2006**
                
                **2005**
                
                **March
                    31, 2006**Net
                    revenues
                
                $
                -
                
                $
                -
                
                $
                -Cost
                    of goods sold
                
                
                -
                
                
                -
                
                
                -Gross profit
                
                
                -
                
                
                -
                
                
                -Operating
                    expenses:General and administrative
                
                
                8,042,694
                
                
                419,535
                
                
                8,880,343Research and development
                
                
                568,001
                
                
                63,458
                
                
                647,066Total
                    operating expenses
                
                
                8,610,695
                
                
                482,993
                
                
                9,527,409Operating
                    loss
                
                
                (8,610,695
                )
                
                (482,993
                )
                
                (9,527,409
                )Other
                    income (expense):Interest expense
                
                
                -
                
                
                (3,000
                )
                
                (20,500
                )Other income
                
                
                2,969
                
                
                187
                
                
                3,156Total
                    other income (expense), net
                
                
                2,969
                
                
                (2,813
                )
                
                (17,344
                )Loss
                    before provision for income taxes
                
                
                (8,607,726
                )
                
                (485,806
                )
                
                (9,544,753
                )Provision
                    for income taxes
                
                
                800
                
                
                800
                
                
                2,400Net
                    loss
                
                $
                (8,608,526
                )
                $
                (486,606
                )
                $
                (9,547,153
                )Net
                    loss available to common stockholders per common share:Basic and diluted
                
                $
                (0.85
                )
                $
                (0.09
                )Weighted
                    average common shares outstanding:Basic and diluted
                
                
                10,136,250
                
                
                5,341,813
 *See
              report of independent registered public accounting firm and*
 *accompanying
              notes to consolidated financial statements*
 *3*
 **LEFT
        BEHIND GAMES INC.**


(A
      Development Stage
      Company)




**CONSOLIDATED
        STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)**


For
        The
        Period August 27, 2002 (Date of Inception) Through March 31, 2006


**Preferred
                  Series A**
              
              **Common
                  Stock****Shares**
              
              
              **Amount**
              
              
              **Shares**
              
              
              **Amount**
              
              
              **Additional**
                  **Paid-In**
                  **Capital**
              
              
              **Stockholder
                  Receivable**
              
              
              **Deficit**
                **Accumulated**
                **During
                  the**
                **Development**
                **Stage**
              
              
              **Total**Balances,
                  August 27, 2002 (Date of Inception)
              
              
              -
              
              $
              -
              
              
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Issuance
                of common stock at $0.0017 per share inNovember
                  2002 for sublicense agreement
              
              
              -
              
              
              -
              
              
              3,496,589
              
              
              3,497
              
              
              2,353
              
              
              -
              
              
              -
              
              
              5,850Issuance
                  of common stock at $0.0017 per share inNovember 2002 for consulting services
              
              
              -
              
              
              -
              
              
              59,771
              
              
              60
              
              
              40
              
              
              -
              
              
              -
              
              
              100Issuance
                  of common stock at $0.0017 per share inNovember 2002 to employee for services
              
              
              -
              
              
              -
              
              
              194,255
              
              
              194
              
              
              131
              
              
              -
              
              
              -
              
              
              325Issuance
                  of common stock at $0.0017 per share inNovember
                  and March 2003 for consulting services
              
              
              -
              
              
              -
              
              
              9,563
              
              
              10
              
              
              6
              
              
              -
              
              
              -
              
              
              16Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (133,859
              )
              
              (133,859
              )Balances,
                  March 31, 2003
              
              
              -
              
              
              -
              
              
              3,760,178
              
              
              3,761
              
              
              2,530
              
              
              -
              
              
              (133,859
              )
              
              (127,568
              )Issuance
                  of common stock at $0.0017 per share inMay and June 2003 to noteholders forinterest
                  expense
              
              
              -
              
              
              -
              
              
              1,793,123
              
              
              1,793
              
              
              1,207
              
              
              -
              
              
              -
              
              
              3,000Issuance
                  of common stock at $0.0017 per share inJune 2003 for consulting services
              
              
              -
              
              
              -
              
              
              194,255
              
              
              194
              
              
              131
              
              
              -
              
              
              -
              
              
              325Issuance
                  of common stock at $0.084 per share inSeptember 2003 to employees for services
              
              
              -
              
              
              -
              
              
              28,690
              
              
              29
              
              
              2,371
              
              
              -
              
              
              -
              
              
              2,400Issuance
                  of common stock at $0.084 per share inDecember 2003 for consulting services
              
              
              -
              
              
              -
              
              
              139,744
              
              
              140
              
              
              11,550
              
              
              -
              
              
              -
              
              
              11,690Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (318,162
              )
              
              (318,162
              )Balances,
                  March 31, 2004
              
              
              -
              
              
              -
              
              
              5,915,990
              
              
              5,917
              
              
              17,789
              
              
              -
              
              
              (452,021
              )
              
              (428,315
              )Conversion
                  of common stock, notes payable andaccrued
                interest at $0.079 per share inJune 2004 into Series A preferred stock
              
              
              2,151,747
              
              
              2,152
              
              
              (1,793,123
              )
              
              (1,793
              )
              
              167,141
              
              
              -
              
              
              -
              
              
              167,500Issuance
                  of common stock at $0.084 per share inJune and November 2004 and March 2005for consulting services
              
              
              -
              
              
              -
              
              
              1,275,182
              
              
              1,275
              
              
              105,398
              
              
              -
              
              
              -
              
              
              106,673Issuance
                  of common stock at $0.084 per share inOctober 2004 and January 2005 to employeesfor services
              
              
              -
              
              
              -
              
              
              254,026
              
              
              254
              
              
              20,996
              
              
              -
              
              
              -
              
              
              21,250Issuance
                  of common stock at $0.084per share in November 2004 for cash
              
              
              -
              
              
              -
              
              
              597,708
              
              
              598
              
              
              49,402
              
              
              -
              
              
              -
              
              
              50,000Issuance
                  of common stock at $0.84 per share inFebruary
                  and March 2005 for cash,net of issuance costs of $47,553
              
              
              -
              
              
              -
              
              
              460,235
              
              
              460
              
              
              336,987
              
              
              -
              
              
              -
              
              
              337,447Issuance
                  of common stock at $0.84 per share inFebruary and March 2005 for consulting services
              
              
              -
              
              
              -
              
              
              157,642
              
              
              158
              
              
              131,715
              
              
              -
              
              
              -
              
              
              131,873Issuance
                  of common stock at $0.84 per share inMarch 2005 for conversion of a loan payable
              
              
              -
              
              
              -
              
              
              17,931
              
              
              18
              
              
              14,982
              
              
              -
              
              
              -
              
              
              15,000Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (486,606
              )
              
              (486,606
              )


*Continued...*
 *4*


**LEFT
        BEHIND GAMES INC.**
 (A
          Development Stage
          Company)
  **CONSOLIDATED
            STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)**
 For
            The
            Period August 27, 2002 (Date of Inception) Through March 31,
            2006
 Balances,
                    March 31, 2005
                
                
                2,151,747
                
                
                2,152
                
                
                6,885,592
                
                
                6,887
                
                
                844,410
                
                
                -
                
                
                (938,627
                )
                
                (85,178
                )Issuance
                    of common stock at $0.84 per share inApril, May and June 2005 for cash
                
                
                -
                
                
                -
                
                
                358,625
                
                
                359
                
                
                299,641
                
                
                -
                
                
                -
                
                
                300,000Issuance
                    of common stock in May 2005pursuant to antidilution provisions
                
                
                -
                
                
                -
                
                
                59,771
                
                
                60
                
                
                (60
                )
                
                -
                
                
                -
                
                
                -Issuance
                    of common stock at $0.84 per share inMay and June 2005 to employees for services
                
                
                -
                
                
                -
                
                
                44,828
                
                
                45
                
                
                37,455
                
                
                -
                
                
                -
                
                
                37,500Issuance
                    of common stock at $0.84per share in June 2005 to consultants
                
                
                -
                
                
                -
                
                
                896,561
                
                
                897
                
                
                749,103
                
                
                -
                
                
                -
                
                
                750,000Issuance
                    of common stock at $1.67 per share inAugust
                    2005 and January 2006to
                    employees for services
                
                
                -
                
                
                -
                
                
                161,381
                
                
                161
                
                
                269,839
                
                
                -
                
                
                -
                
                
                270,000Issuance
                    of common stock at $1.67 per share inAugust 2005 in exchange for web address
                
                
                -
                
                
                -
                
                
                5,977
                
                
                6
                
                
                9,994
                
                
                -
                
                
                -
                
                
                10,000Issuance
                    of common stock at $1.67 per share inAugust
                    2005 through January 2006for
                    consulting services
                
                
                -
                
                
                -
                
                
                3,504,564
                
                
                3,504
                
                
                5,859,839
                
                
                -
                
                
                -
                
                
                5,863,343Contributions
                    of capital as required persettlements of consulting agreementsin July 2005 and January 2006
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                150,000
                
                
                -
                
                
                -
                
                
                150,000Issuance
                    of common stock at $1.67 per share inAugust 2005 through January 2006 for cash
                
                
                -
                
                
                -
                
                
                439,016
                
                
                439
                
                
                734,061
                
                
                -
                
                
                -
                
                
                734,500Issuance
                    of Preferred Series A stock at $1.67per
                  share in November 2005for consulting services
                
                
                1,434,498
                
                
                1,434
                
                
                -
                
                
                -
                
                
                2,398,566
                
                
                -
                
                
                -
                
                
                2,400,000Issuance
                    of common stock in November 2005pursuant to antidilution provision
                
                
                -
                
                
                -
                
                
                77,702
                
                
                78
                
                
                (78
                )
                
                -
                
                
                -
                
                
                -Issuance
                    of common stock at $1.67 per share inDecember 2005 in exchange for note receivable
                
                
                -
                
                
                -
                
                
                59,771
                
                
                59
                
                
                99,941
                
                
                (100,000
                )
                
                -
                
                
                -Common
                    stock issued in reverse merger withBonanza Gold, Inc. in February 2006
                
                
                -
                
                
                -
                
                
                1,882,204
                
                
                1,882
                
                
                (1,882
                )
                
                -
                
                
                -
                
                
                -Issuance
                    of common stock at $1.50 per share inFebruary and March 2006 for cash, net offunding
                    costs of $104,000
                
                
                -
                
                
                -
                
                
                479,334
                
                
                479
                
                
                614,521
                
                
                -
                
                
                -
                
                
                615,000Issuance
                    of common stock at $1.50 per share inFebruary through March 2006 to consultantsfor services rendered
                
                
                -
                
                
                -
                
                
                143,333
                
                
                143
                
                
                214,857
                
                
                -
                
                
                -
                
                
                215,000Issuance
                    of common stock at $1.50 per share inFebruary 2006 to consultant  in connectionwith the reverse merger
                
                
                -
                
                
                -
                
                
                300,000
                
                
                300
                
                
                449,700
                
                
                -
                
                
                -
                
                
                450,000Net
                    loss
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (8,608,526
                )
                
                (8,608,526
                )Balances,
                    March 31, 2006
                
                
                3,586,245
                
                $
                3,586
                
                
                15,298,658
                
                $
                15,299
                
                $
                12,729,907
                
                $
                (100,000
                )
                $
                (9,547,153
                )
                $
                3,101,639
 *See
            report of independent registered public accounting firm and*
 *accompanying
            notes to consolidated financial statements*
 *5*


**LEFT
      BEHIND GAMES INC.**


**(A
      Development Stage Company)**




**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**




**For
                the Period****August
                27, 2002****(Date
                of Inception)****For
                The Years Ended March 31,**
            
            **Through****2006**
            
            
            **2005**
            
            
            **March
                31, 2006**CASH
                FLOWS FROM OPERATING ACTIVITIES:Net loss
            
            $
            (8,608,526
            )
            $
            (486,606
            )
            $
            (9,547,153
            )Adjustments to reconcile net loss to net cash used inoperating activities:Depreciation and amortization
            
            
            9,366
            
            
            2,805
            
            
            14,160Estimated fair value of common stock issued toconsultants for services
            
            
            6,358,420
            
            
            54,079
            
            
            6,415,015Estimated fair value of common stock issued toemployees for services
            
            
            307,500
            
            
            21,250
            
            
            341,090Estimated fair value of common stock issued tonoteholders for interest expense
            
            
            -
            
            
            -
            
            
            3,000Changes in operating assets and liabilities:Prepaid expenses and other current assets
            
            
            1,449
            
            
            41,083
            
            
            (5,021
            )Other assets
            
            
            (3,439
            )
            
            -
            
            
            (3,439
            )Accounts payable and accrued expenses
            
            
            204,031
            
            
            16,417
            
            
            313,722Deferred salaries
            
            
            178,627
            
            
            178,376
            
            
            696,836Net
                cash used in operating activities
            
            
            (1,552,572
            )
            
            (172,596
            )
            
            (1,771,790
            )CASH
                FLOWS FROM INVESTING ACTIVITIES:Payments for trademarks and prepaid royalties
            
            
            (31,996
            )
            
            -
            
            
            (101,276
            )Purchases of property and equipment
            
            
            (37,473
            )
            
            (13,975
            )
            
            (51,448
            )Net
                cash used in investing activities
            
            
            (69,469
            )
            
            (13,975
            )
            
            (152,724
            )CASH
                FLOWS FROM FINANCING ACTIVITIES:Proceeds from issuance of notes payable
            
            
            -
            
            
            15,000
            
            
            131,000Contributed capital for settlement of consultingagreements
            
            
            150,000
            
            
            -
            
            
            150,000Proceeds from issuance of common stock, net ofissuance costs
            
            
            1,649,500
            
            
            387,447
            
            
            2,036,947Net
                cash provided by financing activities
            
            
            1,799,500
            
            
            402,447
            
            
            2,317,947NET
                INCREASE IN CASH
            
            
            177,459
            
            
            215,876
            
            
            393,433CASH—Beginning
                of period
            
            
            215,974
            
            
            98
            
            
            -CASH—End
                of period
            
            $
            393,433
            
            $
            215,974
            
            $
            393,433





Continued...
 *6*


**LEFT
        BEHIND GAMES INC.**
 (A
        Development Stage
        Company)
  CONSOLIDATED
        STATEMENTS OF CASH
        FLOWS


SUPPLEMENTAL
                  DISCLOSURES OF CASH FLOWINFORMATION—Cash
                  paid during the year for:Interest
              
              $
              -
              
              $
              -
              
              $
              -Income taxes
              
              $
              3,156
              
              $
              -
              
              $
              3,156SUPPLEMENTAL
                  SCHEDULE OF NONCASH INVESTINGAND
                  FINANCING ACTIVITIES:Conversion of notes payable, accrued interest andcommon stock into Series A preferred stock
              
              $
              -
              
              $
              170,500
              
              $
              170,500Conversion of note payable into common stock
              
              $
              -
              
              $
              15,000
              
              $
              15,000Payment of prepaid royalty as part of a note payable
              
              $
              -
              
              $
              -
              
              $
              34,000Commitment to pay royalties under a license agreement
              
              $
              -
              
              $
              -
              
              $
              150,000Issuance of common stock as part of prepaidconsulting agreements
              
              $
              -
              
              $
              214,200
              
              $
              214,200Issuance of common stock in exchange for anote receivable
              
              $
              100,000
              
              $
              -
              
              $
              100,000See
                  footnotes to consolidated financial statementsfor
                  other non-cash transactions


*See
            report of independent registered public accounting firm and*
 *accompanying
            notes to consolidated financial statements*
 *7*


**LEFT
        BEHIND GAMES INC.**
 **(A
        Development Stage
        Company)**
  **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
  For
        the
        Years Ended March 31, 2006 and 2005




**NOTE
      1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
      POLICIES**





Organization





In
      January 2006, Left Behind Games Inc. (the “Company”) entered into an Agreement
      and Plan of Merger (the “Agreement”) with Bonanza Gold, Inc., a Washington
      corporation (“Bonanza”), wherein Bonanza acquired the Company through the
      purchase of the Company’s outstanding common stock on a “1 for 1” exchange
      basis. Prior to the execution of the Agreement, on January 25, 2006, the Company
      performed a 2.988538 for 5 reverse stock split of both its common stock and
      preferred stock outstanding, resulting in 12,456,538 and 3,586,246 shares of
      common and preferred stock, respectively. Also prior to the execution of the
      Agreement, Bonanza performed a 1 for 4 reverse stock split, resulting in
      1,882,204 shares of common stock outstanding.





Effective
      February 1, 2006, Bonanza exchanged 12,456,538 and 3,586,246 shares of its
      common and preferred stock, respectively, for an equal number of common and
      preferred shares of the Company. The acquisition was accounted for as a reverse
      acquisition whereby the assets and liabilities of the Company will be reported
      at their historical cost. Bonanza had nominal amounts of assets and no
      significant operations at the date of the acquisition.




The
      Company is a development stage company that was incorporated on August 27,
      2002
      under the laws of the State of Delaware for the purpose of engaging in the
      business of producing, distributing and selling video games and associated
      products. The Company is currently developing a video game and other associated
      products based upon the popular “LEFT BEHIND SERIES” of novels published by
      Tyndale House Publishers (“Tyndale”).





The
      Company’s majority shareholder is White Beacon, Inc., a Delaware Corporation
      (“White Beacon”), an entity beneficially owned and controlled by the Company’s
      chief executive officer and its president. White Beacon holds an exclusive
      worldwide license (the “License”) from Tyndale to develop, manufacture and
      distribute video games and related products based on the “LEFT BEHIND SERIES” of
      novels published by Tyndale. White Beacon has granted the Company a sublicense
      (the “Sublicense”) to exploit the rights and fulfill the obligations of White
      Beacon under the License (see Note 5).  Basis
        of Presentation
 
 The
        accompanying consolidated financial statements include the accounts of Left
        Behind Games Inc. and, effective July 2005, include the accounts of LB Games
        Ukraine LLC (“LB Games Ukraine”), a variable interest entity in which the
        Company is the primary beneficiary. All intercompany accounts and transactions
        have been eliminated in the consolidated financial statements.
 Effective
          July 2005, the Company adopted FIN 46(R), *Consolidation
          of Variable Interest Entities* ,
          which
          resulted in the consolidation of LB Games Ukraine. LB Games Ukraine was
          established to provide software development and consulting services and
          is
          currently providing these services only to the Company. LB Games Ukraine
          is 85%
          owned by the Company’s Chief Executive Officer. Pursuant to the LB Games Ukraine
          operating agreement, the Company’s Chief Executive Officer is required to fund
          operations as needed in relation to his ownership interest in LB Games
          Ukraine.
          During the period ended March 31, 2006, the Company contributed approximately
          $5,600 to LB Games Ukraine on behalf of the Company’s Chief Executive Officer to
          provide working capital to LB Games Ukraine. This transaction has been
          eliminated in consolidation.
 
 As
          LB
          Games Ukraine is currently providing software development services only
          to the
          Company and due to the Company’s history of providing on-going financial support
          to this entity, through consolidation the company absorbs all net losses
          of this
          variable interest entity in excess of the equity. LB Games Ukraine’s sole asset
          is cash which has an approximate balance of $9,700. During the period ended
          March 31, 2006, the Company paid approximately $119,000 for software development
          services provided by LB Games Ukraine, all of which has been eliminated
          in
          consolidation.





*8*


**LEFT
      BEHIND GAMES INC.**


**(A
        Development Stage Company)**
  **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
  For
        the
        Years Ended March 31, 2006 and 2005


Development
      Stage Enterprise





The
      Company’s planned principal operations have not yet commenced. Accordingly, the
      Company’s activities have been accounted for as those of a development stage
      enterprise as defined in Statement of Financial Accounting Standards (“SFAS”)
      No. 7, *Accounting
      and Reporting by Development Stage Enterprises* .
      All
      losses since inception have been considered as part of the Company’s development
      stage activities.





Reverse
      Stock Split





Effective
      January 25, 2006, the Company effected a 2.988538 for 5 reverse stock split
      of
      its common and preferred stock outstanding. All share and per share amounts
      have
      been retroactively restated for all periods presented to reflect the reverse
      stock split.




Risks
      and Uncertainties





The
      Company maintains its cash accounts with a single financial institution.
      Accounts at this financial institution are insured by the Federal Deposit
      Insurance Corporation (“FDIC”) up to $100,000. At March 31, 2006 and 2005, the
      Company had balances of approximately $284,000 and $116,000, respectively,
      in
      excess of the FDIC insurance limit.





Use
      of
      Estimates





The
      preparation of consolidated financial statements in conformity with accounting
      principles generally accepted in the United States of America requires
      management to make estimates and assumptions that affect the reported amounts
      of
      assets and liabilities, disclosure of contingent assets and liabilities at
      the
      date of the financial statements and the reported amounts of revenues and
      expenses during the reporting period. Actual results could differ from those
      estimates. The Company’s significant estimates include recoverability of prepaid
      royalties, prepaid consulting and other long-lived assets and the
      reliability of deferred tax assets.





Software
      Development Costs





Research
      and development costs, which consist of software development costs, are expensed
      as incurred. Software development costs primarily include payments made to
      independent software developers under development agreements. SFAS No. 86, *Accounting
      for the Cost of Computer Software to be Sold, Leased, or Otherwise
      Marketed* ,
      provides for the capitalization of certain software development costs incurred
      after technological feasibility of the software is established or for the
      development costs that have alternative future uses. The Company believes that
      the technological feasibility of the underlying software is not established
      until substantially all product development is complete, which generally
      includes the development of a working model. No software development costs
      have
      been capitalized to date.





Property
      and Equipment





Property
      and equipment is stated at cost. Depreciation is computed using the
      straight-line method over the estimated useful lives of the related assets,
      which range from 3 to 5 years. Repairs and maintenance are charged to expense
      as
      incurred while improvements are capitalized. Upon the sale or retirement of
      property and equipment, the accounts are relieved of the cost and the related
      accumulated depreciation, with any resulting gain or loss included in the
      consolidated statement of operations.


*9*


**LEFT
      BEHIND GAMES INC.**


**(A
        Development Stage
        Company)**
  **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
  For
        the
        Years Ended March 31, 2006 and 2005


Intangible
      Assets





*Sublicense
      Agreement*





The
      cost
      of the Sublicense agreement is amortized on a straight-line basis over the
      initial term of the Sublicense agreement, which is four years (see Notes 4
      and
      5).





*Trademarks*





The
      cost
      of trademarks includes funds expended for trademark applications that are in
      various stages of the filing approval process. The cost of trademarks will
      be
      amortized on a straight-line basis over their estimated useful lives, once
      the
      trademark applications have been accepted.





Royalties





The
      Company’s Sublicense agreement requires payments of royalties to the licensor.
      The Sublicense agreement provides for royalties to be calculated as a specified
      percentage of sales and provides for guaranteed minimum royalty payments.
      Royalties payable calculated using the agreement percentage rates will be
      recognized as cost of sales when the related sales are recognized. Guarantees
      advanced under the Sublicense agreement are recorded as prepaid royalties until
      earned by the licensor, or considered to be unrecoverable. The Company evaluates
      prepaid royalties regularly and expenses prepaid royalties to cost of sales
      to
      the extent projected to be unrecoverable through sales. At March 31, 2006 and
      2005, the Company has recorded $250,000, respectively, in prepaid royalties
      in
      connection with its Sublicense agreement (see Note 5).





Long-Lived
      Assets





The
      Company reviews its long-lived assets for impairment whenever events or changes
      in circumstances indicate that the carrying amount of an asset may not be
      recoverable. Recoverability of assets to be held and used is measured by a
      comparison of the carrying amount of the assets to future net cash flows
      expected to be generated by the assets. If the assets are considered to be
      impaired, the impairment to be recognized is measured by the amount by which
      the
      carrying amount exceeds the present value of estimated future cash flows. At
      March 31, 2006 and 2005, respectively, the Company’s management believes there
      is no impairment of its long-lived assets. There can be no assurance however,
      that market conditions will not change or that there will be demand for the
      Company’s products, which could result in impairment of long-lived assets in the
      future.


*10*


**LEFT
      BEHIND GAMES INC.**


**(A
        Development Stage
        Company)**
  **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
  For
        the
        Years Ended March 31, 2006 and 2005


Income
      Taxes





The
      Company accounts for income taxes under the provisions of SFAS No. 109, *Accounting
      for Income Taxes* .
      Under
      SFAS No. 109, deferred tax assets and liabilities are recognized for future
      tax
      benefits or consequences attributable to temporary differences between the
      financial statement carrying amounts of existing assets and liabilities and
      their respective tax bases. Deferred tax assets and liabilities are measured
      using enacted tax rates expected to apply to taxable income in the years in
      which those temporary differences are expected to be recovered or settled.
      A
      valuation allowance is provided for significant deferred tax assets when it
      is
      more likely than not that such assets will not be realized through future
      operations.





Stock-Based
      Compensation





Stock-based
      awards to non-employees are accounted for using the fair value method in
      accordance with SFAS No. 123, *Accounting
      for Stock-Based Compensation* ,
      and
      Emerging Issues Task Force (“EITF”) Issue No. 96-18, *Accounting
      for Equity Instruments that are Issued to Other Than Employees for Acquiring,
      or
      in Conjunction with Selling Goods or Services* .
      All
      transactions in which goods or services are the consideration received for
      the
      issuance of equity instruments are accounted for based on the fair value of
      the
      consideration received or the fair value of the equity instrument issued,
      whichever is more reliably measurable. The measurement date used to determine
      the fair value of the equity instrument issued is the earlier of the date on
      which the third-party performance is complete or the date on which it is
      probable that performance will occur. The Company will account for its
      stock-based awards to non-employees using the fair value method in accordance
      with SFAS No. 123(R) beginning in fiscal 2007.





In
      accordance to EITF Issue No. 00-18, *Accounting
      Recognition for Certain Accounting Transactions Involving Equity Instruments
      Granted to Other Than Employees* ,
      an
      asset acquired in exchange for the issuance of fully vested, non-forfeitable
      equity instruments should not be presented or classified as an offset to equity
      on the grantor's balance sheet once the equity instrument is granted for
      accounting purposes. Accordingly, the Company recorded the fair value of the
      common stock issued for certain consulting services as prepaid consulting
      in its consolidated balance sheets, totaling $3,515,000 and $185,077 at March
      31, 2006 and 2005, respectively.





Basic
      and Diluted Loss Per Share





Basic
      loss per common share is computed based on the weighted average number of shares
      outstanding for the period. Diluted loss per share is computed by dividing
      net
      loss by the weighted average shares outstanding assuming all potential dilutive
      common shares were issued. Basic and diluted loss per share are the same as
      the
      effect of stock options and warrants on loss per share are anti-dilutive and
      thus not included in the diluted loss per share calculation. The impact under
      the “as-if” converted method for dilutive convertible deferred salaries would
      have resulted in incremental shares of 5,990,391 and 5,838,121 for the
      years ended March 31, 2006 and 2005.





*11*


**LEFT
      BEHIND GAMES INC.**


**(A
        Development Stage Company)**
  **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
  For
        the
        Years Ended March 31, 2006 and 2005
 Foreign
          Currency
 
 Management
          has determined that the functional currency of LB Games Ukraine is the
          local
          currency. Assets and liabilities of the Ukraine subsidiary are translated
          into
          U.S. dollars at the year end exchange rates. Income and expenses are translated
          at an average exchange rate for the period and the resulting translation
          gain
          (loss) adjustments are accumulated as a separate component of stockholders’
equity, which did not have a material impact on the Company’s stockholders’
equity at March 31, 2006 and 2005, respectively.
 
 Foreign
          currency gains and losses from transactions denominated in other than respective
          local currencies are included in income. There were no foreign currency
          transactions included in income for the year ended March 31, 2006 and 2005,
          respectively, and cumulatively from August 27, 2002 (inception) to March
          31,
          2006.




Comprehensive
      Income





Comprehensive
      income includes all changes in equity (net assets) during a period from
      non-owner sources. For the year ended March 31, 2006, the components of
      comprehensive income were not materially impacted by foreign currency gains
      (losses).





Fair
      Value of Financial Instruments





The
      Company’s financial instruments consist of cash and accounts payable and accrued
      expenses. The carrying amounts of these financial instruments approximate their
      fair value due to their short maturities.




Reclassifications





Certain
      2005 amounts have been reclassified to conform to the 2006
      presentation.





Recent
      Accounting Pronouncements





In
      December 2003, the Financial Accounting Standards Board (“FASB”) issued
      Interpretation No. 46(R) (“FIN 46(R)”), which further clarified and amended FIN
      46, *Consolidation
      of Variable Interest Entities* ,
      which
      requires the consolidation of entities in which an enterprise absorbs a majority
      of the entity’s expected losses, receives a majority of the entity’s expected
      residual returns, or is the primary beneficiary, as a result of ownership,
      contractual or other financial interests in the entity. At March 31, 2006,
      the
      Company has an interest in a limited liability company in which it is considered
      to be the primary beneficiary. As a result, the Company has consolidated the
      limited liability company under FIN 46(R) (see above).





In
      December 2004, the FASB issued SFAS No. 153, *Exchanges
      of Non-Monetary Assets, an amendment of APB Opinion 29, Accounting for
      Non-Monetary Transactions.* The
      amendments made by SFAS No. 153 are based on the principle that exchanges of
      non-monetary assets should be measured based on the fair value of the assets
      exchanged. Further, the amendments eliminate the narrow exception for
      non-monetary exchanges of similar productive assets and replace it with a
      broader exception for exchanges of non-monetary assets that do not have
      "commercial substance." The provisions in SFAS No. 153 are effective for
      non-monetary asset exchanges occurring in fiscal periods beginning after June
      15, 2005. Early application is permitted and companies must apply the standard
      prospectively. The adoption of the statement should not cause a significant
      change in the current manner in which the Company accounts for its exchanges
      of
      non-monetary assets.





*12*


**LEFT
      BEHIND GAMES INC.**


**(A
        Development Stage
        Company)**
  **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
  For
        the
        Years Ended March 31, 2006 and 2005
 In
          December 2004, the FASB issued SFAS No. 123 (revised 2004), *Share-Based
          Payment* ("SFAS
          No. 123(R)"), which is a revision of SFAS No. 123.  SFAS No. 123(R)
          supersedes APB No. 25, *Accounting
          for Stock Issued to Employees* ,
          and
          amends SFAS No. 95, *Statement
          of Cash Flows* . Generally,
          the approach in SFAS No. 123(R) is similar to the approach described in
          SFAS No.
          123.  However, SFAS No. 123(R) requires all share-based payments to
          employees, including grants of employee stock options, to be recognized
          in the
          income statement based on their fair values.  Pro forma disclosure is no
          longer an alternative.  The provisions of this statement are effective for
          the Company in fiscal 2007.  The Company expects to adopt SFAS 123(R) in
          the first fiscal quarter of 2007.




SFAS
      No.
      123(R) requires companies to recognize in the income statement the grant-date
      fair value of stock options and other equity-based compensation issued to
      employees.  SFAS No. 123(R) also establishes accounting requirements for
      measuring, recognizing and reporting share-based compensation, including income
      tax considerations.  Upon adoption of SFAS No. 123(R), the Company will be
      required to determine the transition method to be used at the date of
      adoption.  The allowed transition methods are the modified prospective
      application and the modified retrospective application.  Under the modified
      prospective application, the cost of new awards and awards modified, repurchased
      or cancelled after the required effective date and the portion of awards for
      which the requisite service has not been rendered (unvested awards) that are
      outstanding as of the required effective date will be recognized as the
      requisite service is rendered on or after the required effective date.  The
      compensation cost for that portion of awards shall be based on the grant-date
      fair value of those awards as calculated for either recognition or pro forma
      disclosures under SFAS No. 123.  The modified retrospective application
      requires companies to record compensation expense for all unvested stock options
      and restricted stock beginning with the first disclosed period restated. 
The Company plans to adopt SFAS No. 123(R) using the modified prospective
      application.





The
      Company does not currently have a stock option plan, however, it issues stock
      to
      employees at fair market value and recognizes the compensation cost over the
      term services are performed. The adoption of SFAS No. 123(R)'s fair value method
      is expected to have an impact on the Company's consolidated results of
      operations, although it will have no impact on its overall consolidated
      financial position.  The impact of adopting SFAS No. 123(R) cannot be
      predicted at this time because it will depend on levels of share-based payments
      granted in the future.





In
      May
      2005, the FASB issued SFAS No. 154, *Accounting
      Changes and Error Corrections* ,
      which
      replaces APB Opinion No. 20, *Accounting
      Changes* ,
      and
      SFAS No. 3, *Reporting
      Accounting Changes in Interim Financial Statements* .
      SFAS No. 154 applies to all voluntary changes in accounting principle
      and requires retrospective application (a term defined by the statement) to
      prior periods’ financial statements, unless it is impracticable to determine the
      effect of a change. It also applies to changes required by an accounting
      pronouncement that does not include specific transition provisions.
      SFAS No. 154 is effective for accounting changes and corrections of
      errors made in fiscal years beginning after December 15, 2005. The Company
      will adopt SFAS No. 154 as of the beginning of fiscal 2007 and does
      not expect that the adoption of SFAS No. 154 will have a material impact on
      its consolidated financial condition or results of operations.


**NOTE
        2 - GOING CONCERN**
 
 The
        accompanying consolidated financial statements have been prepared in conformity
        with accounting principles generally accepted in the United States of America,
        which contemplate continuation of the Company as a going concern. The Company
        has not generated any revenue and has incurred net losses of $9,547,153 and
        had
        negative cash flows from operations of $1,771,790 since its inception through
        March 31, 2006. The Company’s ability to continue as a going concern is
        dependent upon its ability to generate profitable operations in the future
        and/or to obtain the necessary financing to meet its obligations and repay
        its
        liabilities arising from normal business operations when they come due.
        Management plans to continue to provide for its capital requirements by issuing
        additional equity securities and is currently in the process of soliciting
        additional capital. No assurance can be given that additional capital will
        be
        available when required or on terms acceptable to the Company. The outcome
        of
        these matters cannot be predicted at this time and there are no assurances
        that
        if achieved, the Company will have sufficient funds to execute its business
        plan
        or generate positive operating results.
 
 These
        matters, among others, raise substantial doubt about the ability of the Company
        to continue as a going concern. These consolidated financial statements do
        not
        include any adjustments to the amounts and classification of assets and
        liabilities that may be necessary should the Company be unable to continue
        as a
        going concern.
 *13*


**LEFT
      BEHIND GAMES INC.**


**(A
        Development Stage
        Company)**
  **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
  For
        the
        Years Ended March 31, 2006 and 2005


**NOTE
      3 - PROPERTY AND EQUIPMENT**





Property
      and equipment consist of the following at March 31, 2006 and 2005:





2006
            
            2005Office
                furniture and equipment
            
            $
            6,304
            
            $
            4,921Leasehold
                improvements
            
            
            2,071
            
            
            -Computer
                equipment
            
            
            43,073
            
            
            9,05451,448
            
            
            13,975Less
                accumulated depreciation
            
            
            (9,363
            )
            
            (1,401
            )$
            42,085
            
            $
            12,574





Depreciation
      expense for the year ended March 31, 2006 and 2005 was $7,962 and $1,401,
      respectively and the period from inception through March 31, 2006 was $9,363.





**NOTE
      4 - INTANGIBLE ASSETS**





Intangible
      assets consist of the following at March 31, 2006 and 2005:





2006
            
            2005Sublicense
            
            $
            5,850
            
            $
            5,850Trademarks
            
            
            35,276
            
            
            3,28041,126
            
            
            9,130Less
                accumulated amortization
            
            
            (4,797
            )
            
            (3,393
            )$
            36,329
            
            $
            5,737





Amortization
      expense related to the Sublicense agreement was $1,404, $1,404 and $4,797 for
      the years ended March 31, 2006 and 2005 and the period from inception through
      March 31, 2006, respectively. The estimated future amortization expense of
      the
      Sublicense agreement is $1,053 for the year ending March 31, 2007.





*14*


**LEFT
      BEHIND GAMES INC.**


**(A
        Development Stage
        Company)**
  **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
  For
        the
        Years Ended March 31, 2006 and 2005
 **NOTE
          5 - RELATED PARTIES**
 
 On
          October 11, 2002, Tyndale granted White Beacon an exclusive worldwide license,
          as amended, to use the copyrights and trademarks relating to the storyline
          and
          content of the books in the “LEFT BEHIND SERIES” of novels for the manufacture
          and distribution of video game products for personal computers, CD-ROM,
          DVD,
          game consoles, and the Internet. The License expires on December 31, 2006,
          subject to automatic renewal for three additional three-year terms so long
          as
          Tyndale is paid royalties in an aggregate amount equal to or in excess
          of
          $1,000,000 during the initial term and $250,000 during each renewal
          term.
 
 The
          License requires White Beacon to pay the following royalties: (i) 4% of
          the
          gross receipts on console game platform systems and (ii) 10% of the gross
          receipts on all non-electronic products and for electronic products produced
          for
          use on personal computer systems. White Beacon is required to guarantee
          a
          minimum royalty of $250,000 during the initial four-year term of the License.
          White Beacon was also required to pay $100,000 to Tyndale as an advance
          against
          future royalties payable to Tyndale under the License agreement, all of
          which
          was paid by the Company in fiscal 2003 (see below).


On
      November 14, 2002, White Beacon granted the Company a Sublicense of all of
      its
      rights and obligations under its License with Tyndale, with the written approval
      of Tyndale. In consideration for receiving the Sublicense, the Company issued
      to
      White Beacon 3,496,589 shares of its common stock valued at $5,850, which is
      the
      estimated fair value of the common stock on the date of issuance.





During
      the year ended March 31, 2003, the Company paid $100,000 to Tyndale as a
      non-refundable advance against the guaranteed minimum royalty of $250,000
      payable to Tyndale during the initial four-year term. The remaining guaranteed
      minimum royalty of $150,000 has been accrued by the Company and is included
      in
      current liabilities in the accompanying consolidated balance sheet at March
      31,
      2006.





*15*


**LEFT
      BEHIND GAMES INC.**


**(A
        Development Stage
        Company)**
  **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
  For
        the
        Years Ended March 31, 2006 and 2005
 **NOTE
          6 - CONVERTIBLE DEFERRED SALARIES**
 
 As
          of
          March 31, 2006 and 2005, the Company had $696,836 and $518,209, respectively,
          of
          deferred salaries due to officers of the Company (see Note 9). The deferred
          salary, at the option of the respective officer, can be converted into
          shares of
          the Company’s common stock at the value of the Company’s common stock in effect
          at the time the salary was earned. Deferred salary and the respective conversion
          rates are as follows:
  Deferred
                    Salary
                
                
                Conversion
                    Rate$
                488,376
                
                $
                0.08484,167
                
                $
                0.8498,289
                
                $
                1.6726,004
                
                $
                1.50$
                696,836
  The
          total
          number of shares of the Company’s common stock that may be issued under the
          conversion provisions was 5,990,391 at March 31, 2006.
 
 **NOTE
          7 - NOTES PAYABLE**
 
 In
          fiscal
          2005, the Company entered into a $15,000 note payable agreement which was
          subsequently converted to common stock (see Note 9).
  In
          May
          and June 2003, the Company issued notes payable in the aggregate amount
          of
          $150,000. The notes payable bore interest at 12% per annum and were due
          in May
          2005. The proceeds were used to pay the advance royalty payment of $100,000
          due
          to Tyndale in connection with the Sublicense (see Note 5). Proceeds of
          $34,000
          were paid directly to Tyndale by one of the note holders. In connection
          with the
          issuance of the notes payable, the Company issued 597,708 shares of its
          common
          stock to each of the three note holders. The shares were valued at $3,000,
          which
          was the estimated fair value of the common stock on the date of issuance.
          The
          estimated
 fair
          value of the shares was recorded as interest expense in the year ended
          March 31,
          2004.
 
 In
          June
          2004, the note holders converted the outstanding principal of $150,000,
          accrued
          interest of $17,500 and the 1,793,123 shares of common stock held by them
          into
          2,151,747 shares of the Company’s Series A preferred stock (see Note
          9).
 
 *16*


**LEFT
        BEHIND GAMES INC.**
 **(A
          Development Stage
          Company)**
  **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
  For
          the
          Years Ended March 31, 2006 and 2005


**NOTE
      8 - INCOME TAXES**





The
      provision for income taxes consists of the following for the years ended March
      31:




**2006**
            
            **2005**Current:Federal
            
            $
            -
            
            $
            -State
            
            
            800
            
            
            800800
            
            
            800Deferred:Federal
            
            
            623,000
            
            
            151,000State
            
            
            106,000
            
            
            43,000729,000
            
            
            194,000Less
              change in valuation
              allowance
            
            
            (729,000
            )
            
            (194,000
            )-
            
            
            -$
            800
            
            $
            800




No
      current provision for federal income tax is required for the years ended March
      31, 2006 and 2005, since the Company incurred net operating losses through
      March
      31, 2006.





The
      tax
      effect of temporary differences that give rise to significant portions of the
      deferred tax asset at March 31, 2006 and 2005 are presented below:




**2006**
            
            **2005**Deferred
              tax assets:Net
              operating loss
              carryforwards
            
            $
            826,000
            
            $
            $167,000Deferred
              salaries
            
            
            277,000
            
            
            208,0001,103,000
            
            
            375,000Less
              valuation
              allowance
            
            
            (1,103,000
            )
            
            (375,000
            )Net
              deferred tax
              assets
            
            $
            -
            
            $
            $-




The
      provision for income taxes for fiscal 2006 and 2005 was $800, respectively,
      and
      differs from the amount computed by applying the U.S. federal income tax rate
      of
      34% to loss before income taxes as a result of the
      following:


**2006**
            
            **2005**Computed
              tax benefit at federal statutory
              rate
            
            $
            (2,927,000
            )
            $
            (166,000
            )State
              income tax benefit, net of federal
              effect
            
            
            (495,000
            )
            
            (29,000
            )Increase
              in valuation allowance
            
            
            729,000
            
            
            194,000Non-deductible
              stock compensation
            
            
            2,690,900
            
            
            -Other
            
            
            2,900
            
            
            1,800$
            800
            
            $
            $800





*17*


**LEFT
      BEHIND GAMES INC.**


**(A
        Development Stage
        Company)**
  **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
  For
        the
        Years Ended March 31, 2006 and 2005 
 As
            of
            March 31, 2006 the Company had net operating loss carryforwards of approximately
            $2,078,000 available to offset future taxable Federal and state income.
            The
            Federal and state net operating loss carryforwards expire at various
            dates
            through 2026 and 2016, respectively.
 
 Section
            382 of the Internal Revenue Code may limit utilization of the Company’s federal
            and California net operating loss carryforwards upon any change in control
            of
            the Company.


**NOTE
      9 - STOCKHOLDERS’ DEFICIT**





Common
      Stock





The
      Company is authorized to issue 200,000,000 shares of common stock, $0.001 par
      value per share. The holders of the Company’s common stock are entitled to one
      vote per share of common stock held and have equal rights to receive dividends
      when, and if, declared by the Board of Directors, out of funds legally available
      therefore, subject to the preference of any holders of preferred stock. In
      the
      event of liquidation, holders of common stock are entitled to share ratably
      in
      the net assets available for distribution to stockholders, subject to the
      rights, if any, of holders of any preferred stock then outstanding. Shares
      of
      common stock are not redeemable and have no preemptive or similar
      rights.





In
      November 2002, the Company issued 3,496,589 shares of its common stock to White
      Beacon in connection with the Sublicense agreement valued at $5,850 (based
      on
      the fair value of the common stock at the date of issuance) (see Note 5).





In
      November 2002, the Company issued 194,255 shares of its common stock to an
      officer of the Company for services rendered on behalf of the Company valued
      at
      $325 (based on the fair value of the common stock at the date of issuance).
      The
      Company recorded this amount as compensation expense during the year ended
      March
      31, 2003.





In
      November 2002 and March 2003, the Company issued 9,563 shares of its common
      stock to members of the Company’s advisory board valued at $16 (based on the
      fair value of the common stock at the date of issuance). The Company recorded
      this amount as consulting expense during the year ended March 31, 2003.





In
      November 2002, the Company issued 59,771 shares of its common stock to a
      consultant for services rendered to the Company valued at $100 (based on the
      fair value of the common stock at the date of issuance). The Company recorded
      this amount as consulting expense during the year ended March 31, 2003. The
      Company has agreed to issue the consultant a 1% non-dilutable ownership interest
      in the Company whereby the consultant will maintain a 1% ownership interest
      in
      the Company. As of March 31, 2005, the Company was in violation of the
      antidilution provision by 8,487 shares. Subsequently, however, the Company
      cured
      the violation by issuing an additional 59,771 shares to the consultant in May
      2005 (See below).





*18*


**LEFT
      BEHIND GAMES INC.**


**(A
        Development Stage
        Company)**
  **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
  For
        the
        Years Ended March 31, 2006 and 2005
 In
          May
          and June 2003, the Company issued 1,793,123 shares of its common stock
          in
          connection with the issuance of notes payable of $150,000 (see Note 7).
          The
          shares were valued at $3,000 based on the fair value of the common stock
          at the
          date of issuance.




In
      June
      2003, the Company issued 194,255 shares of its common stock to a consultant
      for
      services rendered to the Company valued at $325 (based on the fair value of
      the
      common stock at the date of issuance). The Company recorded $325 of consulting
      expense in connection with this transaction, which was recorded as general
      and
      administrative expense during the year ended March 31, 2004.





In
      September 2003, the Company issued 28,690 shares of its common stock to an
      employee for services rendered to the Company valued at $2,400. The shares
      were
      valued at $0.084 per share at the date of issuance based on values determined
      by
      management due to a pending private placement offering. The Company recorded
      $2,400 of compensation expense in connection with this transaction, which was
      recorded as general and administrative expense during the year ended March
      31,
      2004.





In
      December 2003, the Company issued 139,744 shares of its common stock to a
      consultant for services rendered to the Company valued at $11,690. The shares
      were valued at $0.084 per share at the date of issuance based on values
      determined by management due to a pending private placement offering. The
      Company recorded $11,690 of consulting expense in connection with this
      transaction, which was recorded as general and administrative expense during
      the
      year ended March 31, 2004.





In
      June
      2004 and March 2005, the Company issued 208,872 shares of its common stock
      to
      consultants for services rendered to the Company valued at $17,473 (based on
      the
      fair value of the common stock at the date of issuance). The Company recorded
      consulting expense of $17,473 in connection with these transactions, which
      is
      included in general and administrative expenses in the accompanying consolidated
      statement of operations for the year ended March 31, 2005.





In
      October 2004 and January 2005, the Company issued 254,026 shares of its common
      stock to employees for services rendered to the Company valued at $21,250 (based
      on the fair value of the common stock at the date of issuance). The Company
      recorded compensation expense of $21,250 in connection with these transactions,
      which is included in general and administrative expenses in the accompanying
      consolidated statement of operations for the year ended March 31,
      2005.




In
      November 2004, the Company issued 1,066,310
      non-forfeitable shares of its common stock to consultants in connection with
      a
      one-year consulting agreement for strategic investment services (the “Mahoney
      Agreement”) valued at $89,200 (based on the fair value of the common stock at
      the date of issuance). The Company recorded such amount as prepaid consulting
      expense as of March 31, 2005 and is amortizing such amount over the one-year
      term of the Mahoney Agreement. During the years ended March 31, 2006 and 2005,
      the Company recognized $59,466 and $29,733, respectively, related to the
      amortization of the prepaid consulting expense, which is included in general
      and
      administrative expenses in the accompanying statements of operations. In August
      2005, the Mahoney Agreement was amended (the “Amended Mahoney Agreement”) to,
      among other things, extend the Mahoney Agreement until November 17, 2007. The
      Amended Mahoney Agreement also required the consultant to provide the Company
      with $60,000 per month in funding in each month that the Company’s cash balance
      fell below $100,000. The Amended Mahoney Agreement also provided for the
      issuance of an additional 1,195,415 non-forfeitable shares of the Company’s
      common stock for services valued at $2,000,000 (based on the fair value of
      the
      common stock at the date of issuance) to be performed over the term of the
      Amended Mahoney Agreement. In October 2005, the consulting agreement was further
      amended (the “Second Amended Mahoney Agreement”) to eliminate the consultant’s
      requirement to fund $60,000 in each month that the Company’s cash balance fell
      below $100,000. In connection with the Second Amended Mahoney Agreement, the
      Company agreed to allow the consultants to retain the 1,195,415 shares of common
      stock issued in exchange for funding of $30,000 to be received over a ninety
      day
      period. As a result of the cancellation of the agreements, during the year
      ended
      March 31, 2006, the Company recorded consulting expense of $2,000,000 related
      to
      the value of the 1,195,415 shares issued in connection with the Amended Mahoney
      Agreement.





*19*


**LEFT
      BEHIND GAMES INC.**


**(A
        Development Stage
        Company)**
  **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
  For
        the
        Years Ended March 31, 2006 and 2005


In
      November 2004, the Company issued 597,708 shares of its common stock to
      investors for $50,000 in cash, or $0.084 per share.





In
      February and March 2005, the Company issued 460,235 shares of its common stock
      to investors for gross proceeds of $385,000, or $0.84 per share. In connection
      with this offering, the Company incurred offering costs of $47,553, which have
      been netted against the gross proceeds in the accompanying consolidated
      statement of stockholders’ deficit.




In
      February and March 2005, the Company issued 157,642 non-forfeitable shares
      of
      its common stock to consultants for services rendered or to be rendered to
      the
      Company valued at $131,873 (based on the fair value of the common stock at
      the
      date of issuance). Of the shares issued, 8,215 shares related to services
      already rendered to the Company, and accordingly, the Company recorded
      compensation expense of $6,873 during the year ended March 31, 2005. The
      remaining 149,427 shares of common stock were issued to a consultant in
      connection with a one-year consulting agreement for strategic investment
      services (the “Roundtree Agreement”) valued at $125,000 (based on the fair value
      of the common stock at the date of issuance). The Company recorded such amount
      as prepaid consulting expense as of March 31, 2005 and is amortizing such amount
      over the one-year term of the Roundtree Agreement. No consulting expense was
      recognized during the year ended March 31, 2005 as the agreement was executed
      at
      year end. During the year ended March 31, 2006, the Company recognized $125,000
      related to the amortization of the prepaid consulting expense, which is included
      in general and administrative expenses in the accompanying consolidated
      statement of operations. In August 2005, the Roundtree Agreement was amended
      (the “Amended Roundtree Agreement”) to, among other things, extend the Roundtree
      Agreement until November 17, 2007. The Amended Roundtree Agreement also required
      the consultant to provide the Company with $20,000 per month in funding in
      each
      month that the Company’s cash balance fell below $100,000. The Amended Roundtree
      Agreement also provided for the issuance of an additional 896,561
      non-forfeitable shares of the Company’s common stock for services valued at
      $1,250,000 (based on the fair value of the common stock at the date of issuance)
      to be performed over the term of the Amended Roundtree Agreement. In October
      2005, the consulting agreement was further amended (the “Second Amended
      Roundtree Agreement”) to eliminate the consultant’s requirement to fund $20,000
      in each month that the Company’s cash balance fell below $100,000. In connection
      with the Second Amended Roundtree Agreement, the Company agreed to allow the
      consultant to retain the 896,561 shares of common stock issued in exchange
      for
      funding of $30,000 to be received over a ninety day period. As a result of
      the
      cancellation of the agreements, during the year ended March 31, 2006, the
      Company recorded consulting expense of $1,250,000 related to the value of the
      896,561 shares issued in connection with the Amended Roundtree
      Agreement.





During
      July 2005 and January 2006, the Company received contributions of capital of
      $150,000 pursuant to the terms of the Mahoney Agreement and the Roundtree
      Agreement.




In
      March
      2005, the Company entered into a $15,000 note agreement with a third party
      which
      was immediately converted into common stock at $0.84 per share resulting in
      an
      issuance of 17,931 shares of common stock. No accrued interest was earned or
      converted in this transaction.





*20*


**LEFT
      BEHIND GAMES INC.**


**(A
        Development Stage
        Company)**
  **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
  For
        the
        Years Ended March 31, 2006 and 2005


In
      April,
      May, and June 2005, the Company issued 358,625 shares of common stock valued
      at
      $0.84 per share for cash resulting in gross proceeds to the Company totaling
      $300,000.





In
      May
      2005, the Company issued 59,771 shares of common stock pursuant to an agreement
      between the Company and the consultant, wherein the Company has agreed to
      provide the consultant a one percent non-dilutable company ownership
      interest.





In
      May
      and June 2005, the Company issued 44,828 shares of common stock valued at $0.84
      per share to employees resulting in salary expense of $37,500.





In
      August
      2005 and January 2006, the Company issued 161,381 shares of common stock valued
      at $1.67 to employees resulting in salary expense of $270,000.





In
      May
      2005, the Company issued 5,977 shares of common stock valued at $1.67 per share
      to a third party for the acquisition of the “LBgames.com” web address. The
      amount has been expensed as of March 31, 2006.





From
      May 2005 through January 2006, we issued
      4,401,125 shares of common stock valued at $0.84 to $1.67 per share for
      consulting services under various consulting agreements for total deferred
      consulting expense of $6,613,343 of which $6,486,262 resulted in deferred
      consulting expense of the total deferred consulting, and
      $4,571,261 was recorded as consulting expense during the year ended March
      31, 2006.




From
      August 2005 through January 2006, the Company issued 439,016 shares of common
      stock valued at $1.67 per share for cash.





In
      November 2005, the Company issued 77,702 shares of common stock pursuant to
      an
      agreement between the Company and the consultant, wherein the Company has agreed
      to provide the consultant a one percent non-dilutable ownership
      interest.





In
      December 2005, the Company issued 59,771 shares of common stock valued at $1.67
      per share in exchange for a $100,000 note receivable.





In
      January 2006, Company entered into an Agreement and Plan of Merger (the
“Agreement”) with Bonanza Gold, Inc., a Washington corporation (“Bonanza”),
      wherein Bonanza acquired the Company through the purchase of the Company’s
      outstanding common stock on a “1 for 1” exchange basis. Prior to the execution
      of the Agreement, on January 25, 2006, the Company performed a 2.988538 for
      5
      reverse stock split of both its common stock and preferred stock outstanding,
      resulting in 12,456,538 and 3,586,246 shares of common and preferred stock,
      respectively. Also prior to the execution of the Agreement, Bonanza performed
      a
      1 for 4 reverse stock split, resulting in 1,882,204 shares of common stock
      outstanding.





*21*


**LEFT
      BEHIND GAMES INC.**


**(A
        Development Stage
        Company)**
  **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
  For
        the
        Years Ended March 31, 2006 and 2005


In
      February and March 2006, the Company issued 479,334 shares of common stock
      valued at $1.50 per share for cash resulting in proceeds to the Company totaling
      $615,000, net of funding costs of $53,000.





In
      February and March 2006, the Company issued 143,333 shares of common stock
      valued at $1.50 per share under a consulting agreement for total deferred
      consulting expense of $215,000 to be amortized over the term of the consulting
      agreement, all of which was recorded as consulting expense during the year
      ended
      March 31, 2006.





In
      February 2006, the Company issued 300,000 shares of common stock valued at
      $1.50
      per share to a consultant in connection with the reverse merger. The Company
      recorded $450,000 as consulting expense during the year ended March 31, 2006,
      in
      connection with this transaction.





Preferred
      Stock





The
      Company is authorized to issue 5,000,000 shares of preferred stock, $0.001
      par
      value per share, of which all have been designated Series A preferred stock. The
      holders of the Company’s Series A preferred stock are entitled to one vote per
      share on all matters subject to stockholder vote. The Series A preferred stock
      is convertible on a one for one basis into the Company's common stock at the
      sole discretion of the holder. The holder of the Series A preferred stock
      have equal rights to receive dividends when, and if, declared by the Board
      of
      Directors, out of funds legally available therefore. In the event of
      liquidation, holders of preferred stock are entitled to share ratably in the
      net
      assets available for distribution to stockholders.





In
      June
      2004, holders of $150,000 in notes payable converted the outstanding principal
      of $150,000, accrued interest of $17,500 and the 1,793,123 shares of common
      stock held by them into 2,151,747 shares of the Company’s Series A preferred
      stock. The holders of Series A preferred stock have a liquidation preference
      equal to the sum of the converted principal, accrued interest and value of
      converted common stock, aggregating $188,500 at March 31, 2006.





In
      November 2005, the Company issued 1,434,498 shares of series A preferred stock
      valued at $1.67 per share under a consulting agreement for total deferred
      consulting expense of $2,400,000 to be amortized over the term of the consulting
      agreement. $800,000 was recorded as consulting expense during the year ended
      March 31, 2006.





*22*


**LEFT
      BEHIND GAMES INC.**


**(A
        Development Stage
        Company)**
  **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
  For
        the
        Years Ended March 31, 2006 and 2005


**NOTE
      10 - COMMITMENTS AND CONTINGENCIES**




Guaranties
      and Indemnities





The
      Company has made certain indemnities and guarantees, under which it may be
      required to make payments to a guaranteed or indemnified party in relation
      to
      certain actions or transactions. The Company indemnifies its directors,
      officers, employees and agents, as permitted under the laws of the State of
      Delaware. The Company has also indemnified its consultants and sub licensor
      against any liability arising from the performance of their services and license
      commitment, respectively, pursuant to their agreements. In connection with
      its
      facility lease, the Company has indemnified its lessor for certain claims
      arising from the use of the facility. The duration of the guarantees and
      indemnities varies, and is generally tied to the life of the agreement. These
      guarantees and indemnities do not provide for any limitation of the maximum
      potential future payments the Company could be obligated to make. Historically,
      the Company has not been obligated nor incurred any payments for these
      obligations and, therefore, no liabilities have been recorded for these
      indemnities and guarantees in the accompanying consolidated balance
      sheets.





Employment
      Agreements





The
      Company has entered into employment agreements with certain of its key
      employees. Such contracts provide for minimum annual salaries and are renewable
      annually. In the event of termination of certain employment agreements by the
      Company without cause, the Company would be required to pay continuing salary
      payments for specified periods in accordance with the employment contracts.
      In
      connection with these agreements, the Company has recorded deferred salaries
      of
      $696,836 and $518,209 at March 31, 2006 and 2005, respectively (see Note
      6).





Leases





Prior
      to
      September 1, 2005, the Company did not lease an office facility. Commencing
      September 1, 2005, the Company entered into a month-to-month operating
      lease for its corporate facility in Murrieta, California. The terms of the
      lease
      provide for monthly rental payments of $3,723. Rent expense was
      approximately $26,000 for the year ended March 31, 2006. In June 2006, the
      Company entered into a non-cancelable operating lease for its corporate facility
      in Murrieta, California which expires on May 31, 2010. The terms of the lease
      require initial monthly rents of $7,545 and escalate at 4% annually through
      lease expiration. Future minimum monthly payments due under this lease are
      as
      follows:




Year
                EndingMarch
                31,2007
            
            $
            75,4502008
            
            
            93,5602009
            
            
            97,3042010
            
            
            101,1922011
            
            
            16,974$
            384,480





*23*


**LEFT
        BEHIND GAMES INC.**
 **(A
          Development Stage
          Company)**
  **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
  For
          the
          Years Ended March 31, 2006 and 2005


**NOTE
      11 - SUBSEQUENT EVENTS**





The
      Company extended its existing facility lease for an additional three months.
      Beginning July 1, 2006, the Company entered into a new lease for a four year
      term with up to four, one year extensions.





In
      April
      2006, the Company issued 375,033 shares of common stock valued at $1.50 per
      share to investors for cash resulting in proceeds totaling $562,550.





In
      May
      2006, the Company issued 216,667 shares of common stock valued at $1.50 per
      share to investors for cash resulting in proceeds totaling
      $325,000.





In
      May
      2006, the Company issued 30,000 shares of common stock valued at $1.50 per
      share
      under an employee agreement for total deferred compensation expense of $45,000
      to be amortized over the term of the applicable agreement.





In
      May
      2006, the Company issued 5,000 shares of common stock valued at $1.50 per share
      to an investor for cash totaling $7,500.





In
      June
      2006, the Company issued 180,000 shares of common stock valued at $1.50 per
      share to an investor for cash totaling $270,000.





In
      June
      2006, the Company issued 26,667 shares of common stock valued at $1.50 per
      share
      to an investor for cash totaling $40,000.





*24*


**ITEM
      8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE**





Not
      applicable.





**ITEM
      8A. CONTROLS AND PROCEDURES**





**Evaluation
      of Disclosure Controls and Procedures**





Our
      chief
      executive officer and chief financial officer carried out an evaluation of
      the
      effectiveness and operation of our disclosure controls and procedures. They
      have
      concluded after evaluating the effectiveness of our disclosure controls and
      procedures as of March 31, 2006, that as of such date, our disclosure controls
      and procedures were effective and designed to ensure that material information
      relating to us would made known to them by others.





**Changes
      in Internal Controls**





There
      have been no significant changes in our internal controls or in other factors
      that could significantly affect those controls subsequent to the evaluation
      date.





**PART
      III**





**ITEM
      9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
      WITH
      SECTION 16(a) OF THE EXCHANGE ACT**





**Executive
      officers of the Registrant**





Our
      directors and executive officers as of June 26, 2006, include the following
      persons :




**Name**
            
            **Age**
            
            **Position**Troy
                A. Lyndon
            
            41
            
            Chairman
                & Chief Executive OfficerJeffrey
                S. Frichner
            
            47
            
            Director,
                President and SecretaryThomas
                H. Axelson
            
            62
            
            Director
                and Chief Financial OfficerRay
                Dixon
            
            53
            
            Director 31


***Troy
      A. Lyndon, chief executive officer and chairman of the board of
      directors*** ,
      age 41,
      is the chief executive officer of Left Behind Games Inc. As the former chief
      executive officer of Studio Arts Multimedia, Inc., he managed and worked to
      develop six multi-million dollar video game projects for Corel Corporation.
      Previously, Mr. Lyndon served as president of Park Place Productions where
      he
      managed operations, including the publication and/or development for over 50
      video game projects. Park Place Productions under Mr. Lyndon’s leadership,
      became North America’s largest independent video game development company. Mr.
      Lyndon has over 20 years experience in the management and development of
      software projects, including computer and video game products such as Madden
      Football, Batman Returns, Defender of the Crown, and Street Fighter. Mr. Lyndon
      is also a recipient of the Entrepreneur of the Year award from Inc. Magazine,
      Merrill Lynch and Ernst & Young. Mr. Lyndon has also served many ministries
      and Christian publishers, including the Billy Graham Evangelistic Association,
      Campus Crusade for Christ International, the Bright Media Foundation, the
      publisher of the Left Behind book series and Biblesoft.





***Jeffrey
      S. Frichner, president, secretary and member of the board of
      directors*** ,
      age 47,
      is the president and secretary of Left Behind Games Inc. Previously, he was
      national accounts manager for Raindance Communications, Inc. formerly Evoke
      Communications, Inc. Prior to that, Mr. Frichner was the director of business
      development for Enable Incorporated where his efforts directly contributed
      to
      the successful acquisition of the company by Cotelligent, Inc. Previously,
      he
      was Vice President of Corporate Finance and Investments for Janda, Phillips
      and
      Garrington, LLC. Prior, Mr. Frichner was a registered representative and held
      the position of account executive and retirement planning specialist with Dean
      Witter Reynolds. He holds a BA in business and marketing from National
      University and is a former United States Marine.





***Thomas
      H. Axelson, chief financial officer and member of the board of
      directors*** ,
      age 62,
      is the chief financial officer of Left Behind Games Inc. He also currently
      serves as the Director of Administration and the chief financial officer of
      the
      largest ministry of Campus Crusade for Christ International. For more than
      28
      years, Mr. Axelson has devoted his life to ministry. During the past 15 years,
      he has managed allocations of more than $350 million to support Campus Crusade
      for Christ operations worldwide. Mr.Axelson received his B.S. in Chemistry
      and
      Biology from Bemidji State University and holds an M.A. in Management from
      Claremont Graduate School.





***Ray
      Dixon, member of the board of directors*** ,
      age 53,
      has decades of experience in operations management of publishing and lending
      institutions. As President of Morgan Rae Publishing, he is experienced in
      manufacturing and distribution of products for the general and Christian
      marketplaces. Further, Mr. Dixon has 22 years experience in real estate finance
      and investments and has served as COO for Southpointe Financial, recognized
      as a
      leader in mortgage lending.  32


**Section
      16(a) Beneficial Ownership Reporting Compliance**





Section
      16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
      requires our executive officers and directors and persons who own more than
      ten
      percent of our common stock to file reports of ownership and changes in
      ownership with the SEC. Such executive officers, directors and greater than
      ten
      percent stockholders are also required by SEC rules to furnish us with copies
      of
      all Section 16(a) forms they file. Based on information supplied to us and
      filings made with the SEC, we believe that, during the fiscal year ended March
      31, 2006, Section 16(a) filing requirements applicable to its Directors,
      officers, and greater than ten percent beneficial owners were not complied
      with.
      Messrs. Lyndon and Frichner filed Form 3s on April 21, 2006. Messrs. Dixon
      and
      Axelson have yet to file Form 3s. We expect that within the present fiscal
      year
      that all of our directors, officers, and greater than ten percent beneficial
      owners will file Form 3s and Form 4s necessary to fully comply with Section
      16(a) filing requirements applicable to each of them.





**ITEM
      10. EXECUTIVE COMPENSATION**





**Summary
      Compensation Table**




The
      cash
      and non-cash compensation that we have paid during the fiscal year ended March
      31, 2006, March 31, 2005 and March 31, 2004 or that was earned by our chief
      executive officer and our other executive officers is detailed in the following
      table .




**Long-Term
                Compensation****Annual
                Compensation**
            
            **Awards**
            
            **Payouts****Name
                and Principal Position**
            
            **Year(1)**
            
            **Salary(2)**
            
            **Bonus**
            
            **Other
                Annual Compensation**
            
            **Securities
                Underlying Options(#)**
            
            **LTIP
                Payouts**
            
            **All
                Other**
              **Compensation**Troy
                A. Lyndon (3)
              Chairman and Chief Executive Officer
            
            
            2006
            
            
            120,9732005
            
            
            71,9442004
            
            $
            95,000
            
            $
            -
            
            $
            -
            
            
            -
            
            $
            -
            
            
            -Jeffrey
                S. Frichner (4)
              President
            
            
            2006
            
            
            126,8782005
            
            
            110,7922004
            
            $
            95,000
            
            $
            -
            
            $
            -
            
            
            -
            
            $
            -
            
            
            -Robert
              E. Kistler (5)
              Director
            
            
            2006
            
            
            -2005
            
            
            -2004
            
            $
            -
            
            $
            -
            
            $
            -
            
            
            -
            
            $
            -
            
            
            -


33


(1)
              Deferred
                  salaries for Messrs. Lyndon, Frichner and Axelson may be converted
                  into
                  common stock at a post-reverse split rate of $0.084 per share for
                  all
                  deferred compensation earned through December 31, 2004, a rate
                  of $0.84
                  for deferred compensation earned between January 1, 2005 and May
                  31, 2005,
                  a rate of $1.67 per share for all deferred compensation
                  earned between June 1, 2005 and January 31, 2006, and at a rate of
                  $1.50 per share since February 1, 2006.(2)
              All
                  Executive officer salaries were deferred until October 2004. Cash
                  has been
                  paid since that date.
 (3)
              Troy
                  A. Lyndon deferred his compensation through October 2004, but no
                  longer
                  defers his compensation.(4)
              Jeffrey
                  S. Frichner deferred his compensation through October 2004, but
                  no longer
                  defers his compensation.
 (5)
              Robert
                  E. Kistler served as our principal executive officer through February
                  7,
                  2006, but did not receive a salary. During the fiscal year ended
                  March 31, 2004, Mr. Kistler received $2,750 in cash and 10,000
                  shares of a
                  privately held company valued at $2,500 for his services as a
                  director.


**Long-Term
      Incentive Plan Awards/Employment Agreements**




We
      do not
      maintain any long-term incentive plans. However, we intend to implement an
      ESOP
      plan in the next 12 months. Additionally, our executive management, Messrs.
      Lyndon, Frichner and Axelson, may convert all or some of their deferred
      compensation to common stock.




We
      have
      employment agreements with each of our three executives. The employment
      agreements are substantially similar except with respect to compensation. Each
      agreement provides for:




An
      at
      will term for the employee wherein he may resign or where he is terminated
      without cause is entitled to receive an amount equal to six (6) months'
      compensation;




A
      monthly
      salary, plus reimbursement of expenses; and




A
      covenant to not engage anywhere directly or indirectly in (as a principal,
      shareholder, partner, director, officer, agent, employee, consultant or
      otherwise) or be financially interested in any for profit business which is
      involved in business activities which are the same as, similar to, or in
      competition with business activities carried on by LBG or any business that
      is a
      current or potential customer, broker or competitor of LBG without prior written
      approval from the Board of Directors of LBG




Under
      the
      employment agreements, Messrs. Lyndon, and Frichner are entitled to $150,000
      per
      year, respectively, in compensation. In the future, based upon revenue
      benchmarks, this amount can increase along with increased revenues to up to
      $300,000 per year, plus a respective $150,000 bonus and up to a respective
      $5,000 per month expense account to be spent at their discretion. The board
      recently approved additional compensation to Messrs. Lyndon and Frichner up
      to
      $25,000 in advance compensation in place of a future reduction of bonuses equal
      to twice this amount. Mr. Axelson is entitled to $24,000 per year. In the
      future, based upon revenue benchmarks, this amount can increase with revenues
      up
      to $150,000 per year, plus a $50,000 bonus and up to a $5,000 per month expense
      account to be spent at his discretion. In addition to their current base
      compensation, each of our officers receives money for reimbursement of corporate
      expenses and reasonable auto expenses.  34


**Option
        Grants**
  We
        did not grant any options to our executive officers in the fiscal year ended
        March 31, 2006.




**Option
      Exercises and Year-End Option Values**




None
      of
      our executive officers held any options as of March 31, 2006.





**Compensation
      of Our Independent Directors**




Each
      of
      our directors who are not also an employee receives director fees not to exceed
      $10,000 per annum.




**ITEM
      11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**





The
      following table presents information about the beneficial ownership of our
      voting securities as of June 26, 2006 by:





·
            each
                person or entity who is known by us to own beneficially more than
                5% of
                the outstanding shares of our voting
                securities;





·
            each
                of our directors and named executive
                officers;





·
            all
                directors and executive officers as a group.




Beneficial
      ownership is determined in accordance with the rules of the Securities and
      Exchange Commission and generally includes voting or investment power with
      respect to securities, subject to community property laws, where applicable.
      The
      percentage of beneficial ownership of our shares of voting securities subject
      to
      this SEC filing is based on a total of 19,718,270 combined shares of voting
      preferred and common stock outstanding as of June 27, 2006, plus an additional
      5,990,391 total shares that may be issued at any time at the unilateral demand
      of Troy A. Lyndon, Jeffrey S. Frichner and Thomas Axelson pursuant to conversion
      of their deferred compensation totaling $696,836.  35


**Name
                and Address of Beneficial Owner**
            **Class
                of Voting****Stock**
            **Number
                of Shares of Voting Stock**
              **Beneficially
                Owned (1)**
            **Percentage
                of Class**Troy
                A. Lyndon (2)
              25060
                Hancock, Suite 103 Box 110
              Murrieta,
                California 92562
            Common
                Stock
            3,990,735
            15.52%Jeffrey
                S. Frichner   (3)
              25060
                Hancock Ave., Suite 103 Box 110
              Murrieta,
                CA 92562
            Common
                Stock
            4,469,757
            17.39%Thomas
                H. Axelson   (4)
              29931
                Mirongo Place
              Laguna
                Nigel, CA 92677
            Common
                Stock
            1,120,303
            4.36%Southpointe
                Financial (5)
              26471
                Rancho Parkway South, Suite A
              Lake
                Forest, CA 92630
            Preferred
                Stock (6)
            1,434,700
            5.58%Robert
                E. Kistler (7)
              26505
                N. Bruce Rd.
              Chattaroy,
                WA 99003-7720
            Common
                Stock
            145,329
            0.57%Hobart
                Teneff (8)
              P.O.
                Box 30446
              Spokane,
                WA 99223
            Common
                Stock
            94,738
            0.37%Terrence
                Dunne (9)
              601
                W. Main Ave., Ste. 1017
              Spokane,
                WA 99201
            Common
                Stock
            192,500
            0.75%Thomas
                N. Mahoney
              11995
                El Camino Real, Suite 301
              San
                Diego, CA 92130
            Common
                Stock
            1,429,717
            5.56%James
                J. Mahoney
              11995
                El Camino Real, Suite 301
              San
                Diego, CA 92130
            Common
                Stock
            1,429,717
            5.56%Damon
                Parker (10)
              2730
                Mountain View
              Escondido,
                CA 92027
            Common
                Stock
              and
              Preferred
                Stock
            1,604,845
            6.24%Robert
                DeVries
              1671
                Via Sevilla St.
              Corona,
                CA 92881
            Common
                Stock
            1,219,324
            4.74%**Total
                (total 4 officers and directors)**
            
            **11,015,495**
            **42.85%**


36


(1)
            Calculates
                outstanding securities plus securities that the group may acquire
                within
                the next 60 days pursuant to privileges to convert deferred salary
                and/or
                preferred shares. All of these securities, including those derived
                from
                conversion of deferred salaries reflect the reverse split of Left
                Behind
                Games and the 4 for 1 reverse split of Bonanza Gold effectuated prior
                to
                the closing of the Share Exchange
                Agreement.


(2)
            Troy
                A. Lyndon is our chief executive officer and a member of our board
                of
                directors. Mr. Lyndon beneficially owns 1,748,295 shares of our common
                stock through his 50% ownership of White Beacon Inc.’s 3,496,589 shares.
                In addition, he has the present right to convert his deferred compensation
                into an additional 2,242,441 shares of our common stock at post reverse
                split rate of $0.084 per share .


(3)
            Jeffrey
                S. Frichner is our president and a member of our board of directors.
                Mr.
                Frichner beneficially owns 1,748,295 shares of our common stock through
                his 50% ownership of White Beacon Inc.’s 3,496,589 shares. In addition, he
                has the present right to convert his deferred compensation into an
                additional 2,721,463 shares of our common stock at post reverse split
                rate
                ranging from $0.084 to $1.68 per
                share.


(4)
            Thomas
                H. Axelson is our senior vice president, chief financial officer
                and a
                member of our board of directors. Mr. Axelson beneficially owns 194,255
                shares of our common stock. In addition, he has the present right
                to
                convert his deferred compensation into an additional 926,048 shares
                of our
                common stock at post reverse split rate ranging from $0.084 to $1.68
                per
                share.


(5)
            Ray
                Dixon has voting and investment control of Southpointe Financial.
                Ray
                Dixon is a member of our board of directors and is the owner of 1,434,498
                shares of our series A preferred stock.


(6)
            Our
                series A preferred stock is convertible into common stock on a 1
                for 1
                basis at his sole discretion of the
                holder.


(7)
            Robert
                E. Kistler was a member of our board of directors until February
                7.
                2005.


(8)
            Hobart
                Teneff was a member of our board of directors until February 7.
                2005.


(9)
            Terrence
                Dunne was a member of our board of directors until February 7.
                2005.


(10)
            Damon
                Parker’s 1,604,845 shares of voting stock consist of 1,434,498 shares of
                our series A preferred stock and 170,347 shares of our common
                stock.





**ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**





**Transactions
      with Third Party Companies Owned by Executive Officers**





We
      have
      entered into related party transactions with LB Games Ukraine, LLC, a management
      company in which Troy A. Lyndon, our chief executive officer is the majority
      shareholder. LB Games Ukraine, LLC, currently employs several workers within
      the
      offices of a development company in the Ukraine. In addition, we have paid
      LB
      Games Ukraine, LLC, approximately $119,000 for management services rendered
      during fiscal 2006. In accordance with Mr. Lyndon’s employment agreement with
      LBG, he received no compensation or financial benefit from LB Games Ukraine,
      LLC’s ongoing operational funds resulting from his ownership of LB Games
      Ukraine, LLC. Left Behind Games’ financials have been consolidated with those of
      LB Games Ukraine, LLC herein.





**Ownership
      of Securities by Management**





Our
      majority shareholder is White Beacon Inc., a Delaware Corporation (“White
      Beacon”), an entity beneficially owned and controlled by Troy A. Lyndon, our
      chief executive officer, and Jeff Frichner, our president. White Beacon holds
      an
      exclusive worldwide license from the publisher of the Left Behind book series
      to
      develop, manufacture and distribute video games and related products based
      on
      the “Left Behind Series” of novels published by the publisher of the Left Behind
      book series. White Beacon has granted us a sublicense to exploit the rights
      and
      fulfill the obligations of White Beacon under the license. All of the shares
      of
      common stock presently issued and outstanding are “restricted securities” as
      that term is defined under the Securities Act of 1933, as amended, and, as
      such,
      may not be sold in the absence of registration under the Securities Act of
      1933,
      as amended or the availability of an exemption from registration.  37


**Our
      Directors’ Other Business Activities**





Our
      directors are involved in a variety of business and professional activities
      outside of managing our operations. These other activities may result in a
      conflict with respect to the allocation of management resources away from our
      operations and to other activities.


**Management
      of the Company**





Our
      Management devotes only such time to our operations as they, in their sole
      discretion deem necessary to carry out our operations effectively. Our officers
      and directors may work on non-profit projects in accordance with their
      respective employment agreements. Conflicts of interest may arise in allocating
      management time, services or functions among such affiliates.





**Limitation
      of Rights**





Our
      Bylaws provide that our management will not be liable for actions taken by
      them
      in good faith in furtherance of our business, and will be entitled to be
      indemnified by us in such cases. Therefore, our stockholders may have a more
      limited right against the management, their affiliates and their respective
      related parties than they would have absent such limitations in the Bylaws.
      In
      addition, indemnification of the management, their affiliates and their
      respective related parties could deplete our assets possibly resulting in loss
      by the stockholders of a portion or all of their investment.





**ITEM
      13. EXHIBITS**





(a)  Exhibits
      (filed with this report unless indicated below)





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
      31.2  Certification
      of principal financial 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





Exhibit
      32.2  Certification
      of principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002




(b) 
Reports
      on Form 8-K.


38


On
          February 2, 2006, we filed a report on Form 8-K, as subsequently amended
          by
          reports on Form 8-K/A that we filed on February 14, 2006 and February 21, 2006,
          in which we announced our
          entry
          into a material definitive agreement wherein weacquired
          Left Behind Games Inc. as a subsidiary pursuant to a share exchange agreement.The
          8Ks
          also disclose the issuance of securities to our subsidiary’s shareholders
          in
          connection with the share exchange agreement.
          The 8Ks
          also set out in connection with the share exchange agreement changes in
          our
          certifying accountant from DeCoria, Maichel & Teague P.S. to Corbin &
Company, LLP, changes in control and the departure of directors and principal
          officers, election of directors; and appointment of new principal
          officers.
  **ITEM
        14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**





Corbin
      & Company LLP billed us $43,230 for audit-related services during the year
      ended March 31, 2005. Corbin & Company LLP billed us $43,476 for
      audit-related services during the year ended March 31, 2006.





Audit
      Fees. The aggregate fees billed for the years ended March 31, 2006 and 2005
      were for the audits of our financial statements and reviews of our interim
      financial statements included in our annual and quarterly reports.





Audit
      Related Fees. There were no fees billed for the years ended March 31, 2005
      and 2004 for the audit or review of our financial statements that are not
      reported under Audit Fees.





All
      Other
      Fees. The aggregate fees billed for the years ended March 31, 2006 and 2005
      were for services other than the services described above. These services
      include attendance and preparation for shareholder and audit committee meetings,
      consultation on accounting, on internal control matters and review of and
      consultation on our registration statements and issuance of related
      consents.





Financial
      Policies and Procedures. Our management has implemented pre-approval policies
      and procedures related to the provision of audit and non-audit services. Under
      these procedures, management pre-approves both the type of services to be
      provided by Corbin & Company, LLP and the estimated fees related to these
      services.


39


**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 on June 27, 2006.




**LEFT
              BEHIND GAMES INC.**By: /s/ Troy A. LyndonTroy A. Lyndon, Chief Executive
              Officer(Principal
              Executive Officer)By: /s/ Thomas H.
              AxelsonThomas H. Axelson, Chief Financial
              Officer(Principal Financial Officer)




40