The Securities and Exchange Commission has charged two Hawaii men with falsely inflating the revenue of a religious-themed video game manufacturer.
Honolulu resident Troy Lyndon, the founder, CEO and chief financial officer of Left Behind Games Inc., and his friend, Ronald Zaucha of Maui, used sham circular transactions beginning in 2009 to falsely inflate the company’s revenue by nearly 1,300 percent, the SEC alleged in a complaint filed late Tuesday in federal District Court in Honolulu.
The SEC alleges Lyndon authorized Left Behind Games Inc. to issue more than 1.7 billion shares of stock to Zaucha as purported compensation for consulting services to the company, which describes itself as the world’s leading publisher of Christian video games. The true purpose of the arrangement was to enable Zaucha to sell millions of unregistered shares of Left Behind Games stock into the market and then kick back a portion of his stock proceeds to the company to prop up its revenue when it was in dire need of additional funds.
"Lyndon and Zaucha’s scheme duped investors into believing Left Behind Games was becoming a successful enterprise when it was struggling to stay afloat," Michele Wein Layne, director of the SEC’s Los Angeles Office, said in a news release. "Lyndon essentially gave Zaucha stock in exchange for phony revenue streams that created an inaccurate portrait of the company’s financial health."
The SEC said in the complaint that financial troubles caused the company to terminate all of its employees and close its office at the end of 2011.
On Wednesday, the SEC temporarily suspended stock trading in Left Behind Games before the market opened, citing a lack of current and accurate information about the company because it was delinquent in filing financial reports. The suspension will be in effect until Oct. 8, the SEC said. Left Behind Games, which trades under the ticker symbol LFBG on the Over the Counter Market, last traded on July 31 when it closed at 0.0001 cents, or one-ten-thousandth of a cent. On Oct. 6, 2006, the stock closed at an all-time high of $4.81.
Lyndon, calling himself "just a video game guy," said in an email to the Star-Advertiser that if any violation occurred, "it would never have been intentional and certainly never fraudulent." He blamed the SEC’s action on a conspiracy.
"As I see it, the government has systematically and intentionally conspired to dismantle Left Behind Games and the facts are both true and hard to believe — worthy of a Ron Howard film or John Grisham novel," Lyndon wrote.
Lyndon said Left Behind Games "has become one of the leading publishers of Christian video games, providing healthy alternatives to much of the violence released by the video game industry."
Lyndon blamed the SEC for not helping him.
"Instead of helping hard-working CEOs remain good corporate citizens, the SEC’s goal is to file as many lawsuits as possible without recognizing how such litigation has contributed to the loss of thousands, virtually half of America’s public companies," Lyndon wrote. "They are inhibiting entrepreneurial access to capital across the board without regard to the consequences for our nation and economy."
The SEC alleges that Left Behind Games issued stock to Zaucha for consulting services, and at Lyndon’s direction he promptly sold virtually all of his stock for about $4.6 million in proceeds. Zaucha then kicked back approximately $3.3 million of the proceeds to the company, the SEC said.
Zaucha performed few, if any, consulting services, according to the SEC’s complaint. Each of the consulting agreements was vague about the services that Zaucha would provide, the SEC said.
The SEC’s complaint seeks permanent injunctions, financial penalties, and penny stock bars against Lyndon and Zaucha, and an officer-and-director bar against Lyndon.
Lyndon, who filed for personal Chapter 7 bankruptcy liquidation last year, said he’s confident his company still can succeed.
"I’m still working diligently, never giving up … I still hold a lifelong goal to see Left Behind Games become successful."