SEC Info℠

Home

Search

My Interests

Help

Sign In

Please Sign In

Live Current Media Inc. – ‘10-Q/A’ for 3/31/20

On:  Wednesday, 5/20/20, at 1:40pm ET   ·   For:  3/31/20   ·   Accession #:  1062993-20-2533   ·   File #:  0-29929

Previous ‘10-Q’:  ‘10-Q’ on 5/15/20 for 3/31/20   ·   Next:  ‘10-Q’ on 8/14/20 for 6/30/20   ·   Latest:  ‘10-Q’ on 11/21/22 for 9/30/22

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

 Text Wildcards:  ? (any letter/digit),  * (many).  Search Logic:  for Documents:  & (and),  | (or);  for Text:  | (anywhere),  "(&)" (near).  Details... 

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/20/20  Live Current Media Inc.           10-Q/A      3/31/20   32:964K                                   Newsfile Corp/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q/A      Amendment to Quarterly Report -- form10qa           HTML     90K 
 2: EX-31.1     Certification -- §302 - SOA'02 -- exhibit31-1       HTML     16K 
 3: EX-32.1     Certification -- §906 - SOA'02 -- exhibit32-1       HTML     14K 
29: R1          Document and Entity Information                     HTML     45K 
20: R2          Condensed Consolidated Balance Sheets               HTML     55K 
11: R3          Condensed Consolidated Balance Sheets               HTML     22K 
                (Parenthetical)                                                  
24: R4          Condensed Consolidated Statements of Operations     HTML     45K 
                (Unaudited)                                                      
28: R5          Condensed Consolidated Statements of Stockholders   HTML     28K 
                Equity (Unaudited)                                               
19: R6          Condensed Consolidated Statements of Cash Flows     HTML     55K 
                (Unaudited)                                                      
10: R7          Nature and Continuance of Operations                HTML     19K 
25: R8          Summary of Significant Accounting Policies          HTML     22K 
27: R9          Intangible Assets                                   HTML     16K 
13: R10         Equity Investment and Royalties                     HTML     19K 
18: R11         Share Capital                                       HTML     19K 
32: R12         Summary of Significant Accounting Policies          HTML     28K 
                (Policies)                                                       
22: R13         Equity Investment and Royalties (Tables)            HTML     17K 
12: R14         Share Capital (Tables)                              HTML     21K 
17: R15         Nature and Continuance of Operations (Narrative)    HTML     16K 
                (Details)                                                        
31: R16         Intangible Assets (Narrative) (Details)             HTML     14K 
21: R17         Equity Investment and Royalties (Narrative)         HTML     41K 
                (Details)                                                        
14: R18         Share Capital (Narrative) (Details)                 HTML     39K 
15: R19         EQUITY INVESTMENT AND ROYALTIES - Schedule of       HTML     25K 
                Stock Options, Valuation Assumptions (Details)                   
30: R20         SHARE CAPITAL -Schedule of Stock Options,           HTML     24K 
                Valuation Assumptions (Details)                                  
16: XML         IDEA XML File -- Filing Summary                      XML     51K 
26: EXCEL       IDEA Workbook of Financial Reports                  XLSX     24K 
 4: EX-101.INS  XBRL Instance -- livc-20200331                       XML    160K 
 6: EX-101.CAL  XBRL Calculations -- livc-20200331_cal               XML     47K 
 7: EX-101.DEF  XBRL Definitions -- livc-20200331_def                XML     82K 
 8: EX-101.LAB  XBRL Labels -- livc-20200331_lab                     XML    423K 
 9: EX-101.PRE  XBRL Presentations -- livc-20200331_pre              XML    219K 
 5: EX-101.SCH  XBRL Schema -- livc-20200331                         XSD     63K 
23: ZIP         XBRL Zipped Folder -- 0001062993-20-002533-xbrl      Zip     36K 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2020

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

COMMISSION FILE NUMBER  000-29929

LIVE CURRENT MEDIA INC.
(Exact name of registrant as specified in its charter)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 
☒ Yes   ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
☒ Yes   ☐ No

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:  As of May 15, 2020, the Registrant had 34,837,625 shares of common stock outstanding.

EXPLANATORY NOTE

Live Current Media Inc. (the "Company") is filing this Amendment No. 1 on Form 10-Q/A (the "Amendment") to its Quarterly Report on Form 10-Q for the interim period ended March 31, 2020, filed with the Securities and Exchange Commission (the "SEC") on May 15, 2020 (the "Original Filing") to:

(a) Correct a typographical error on the Company's unaudited consolidated statement of operations where the line item labelled "Fair value change of equity" should be "Fair value change of equity investments"; and

(b) Include the date of signature on the signature page of the Form 10-Q.

With the exception of the above noted corrections, the Original Filing, and the financial statements included therewith are unchanged.

Pursuant to Rule 12b-15 under Securities Exchange Act of 1934, as amended, the Amendment also contains new Rule 13a-14(a)/15d-14(a) Certifications.

The Amendment speaks as of the date of the Original Filing, and does not amend, update or change any other items or disclosures in the Original Filing, and does not purport to reflect any information or events subsequent to the Original Filing. 

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three months ended March 31, 2020 are not necessarily indicative of the results that can be expected for the year ending December 31, 2020.

As used in this Quarterly Report, the terms "we," "us," "our," "Live Current," and the "Company" mean Live Current Media Inc. and its subsidiaries, unless otherwise indicated.  All dollar amounts in this Quarterly Report are expressed in U.S. dollars, unless otherwise indicated.

LIVE CURRENT MEDIA INC.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2020

(Expressed in US Dollars)

(Unaudited)

The accompanying notes are an integral part of these condensed consolidated financial statements.

The accompanying notes are an integral part of these condensed consolidated financial statements.

The accompanying notes are an integral part of these condensed consolidated financial statements.

The accompanying notes are an integral part of these condensed consolidated financial statements.

1. NATURE AND CONTINUANCE OF OPERATIONS

Live Current Media Inc. (the "Company" or "Live Current") was incorporated under the laws of the State of Nevada on October 10, 1995. The Company's wholly owned principal operating subsidiary, Domain Holdings Inc. ("DHI"), was incorporated under the laws of British Columbia on July 4, 1994 under the name "IMEDIAT Digital Creations Inc.". On April 14, 1999, IMEDIAAT Creations, Inc. changed its name to "Communicate.com Inc." and was redomiciled from British Columbia to the jurisdiction of Alberta. On April 5, 2002, Comminicate.com Inc. changed its name to Domain Holding Inc.

On March 13, 2008, the Company incorporated a wholly owned subsidiary in the state of Delaware, Perfume.com Inc. (Perfume Inc.) which is a dormant and inactive company.

Live Current is a technology company involved in the entertainment industry.  Currently developing two projects for release in 2020, Boxing.com FEDERATION and SPRT MTRX, both of which are positioned in the eSports and gaming sector.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As of March 31, 2020, the Company has not achieved profitable operations, has incurred recurring operating losses and further losses are possible.  The Company has an accumulated deficit of $17,638,175.  The Company's ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to further develop its business. To date, the Company has funded operation through the issuance of capital stock and debt.  Management plans to continue raising additional funds through equity or debt financing and loans from directors.  There is no certainty that further funding will be available as needed.  These directors raise substantial doubt about the ability of the Company to continue operating as a going concern. The ability of the Company to continue its operations as a going concern is dependent upon its ability to raise sufficient new capital to fund its operating commitments and ongoing losses and ultimately on generating profitable operations.  The financial statements do not include any adjustments to be recorded to assets or liabilities that might be necessary shod the Company be unable to continue as a going concern.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These condensed interim consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United State ("US GAAP"), and are expressed in United States dollars.

Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the balance sheet; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. The accompanying unaudited interim consolidated financial statements should be read in conjunction with the financial statements and related notes included in the Company's Annual Report in Form 10-K, for the year ended December 31, 2019, as filed with the SEC on March 31, 2020.

WEBSITE DEVELOPMENT COSTS

The Company has adopted the provision of ASC 985-20-25, Costs of Software to Be Sold, Leased or Marketed, whereby costs incurred to establish the technological feasibility of a computer software product to be sold, leased to marketed are research and development costs. Those costs are expensed as incurred; costs of producing product masters incurred subsequent to establishing technological feasibility are capitalized; and costs incurred when the product is available for general release to the customers are expensed as incurred. Upgrades and enhancements are capitalized if they result in added functionality which enables the software to perform tasks it was previously incapable of performing.  

EQUITY INVESTMENTS

Equity investments are classified as available for sale and are stated at fair market value. Unrealized gains and losses are recognized in the Company's statement of operations.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's financial instruments include cash, equity investments, accounts payable, and other payable. The carrying value of these financial instruments approximates their fair value based on their short-term nature. The Company is not exposed to significant interest, exchange or credit risk arising from these financial instruments.

The fair value hierarchy under US GAAP is based on the following three levels of inputs, of which the first two are considered observable and the last unobservable:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: Observable inputs other than Level I, quoted prices for similar assets or liabilities in active prices whose inputs are observable or whose significant value drivers are observable; and

Level 3: Assets and liabilities whose significant value drivers are unobservable by little or no market activity and that are significant to the fair value of the assets or liabilities.

Certain assets and liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances (for example, when there is evidence of impairment). There were no assets or liabilities measured at fair value on a nonrecurring basis during the period ended March 31, 2020.

Cash and equity investments are measured at fair value using level 1 inputs and level 2 inputs respectively.

3. INTANGIBLE ASSETS

The Company's portfolio of domain names is considered by management to consist of indefinite life intangible assets not subject to amortization.

During the three months period ended March 31, 2020, the Company entered a consulting agreement with a third-party contractor for the website development for SPRT MRTX. A total of $30,679 related to website development costs was capitalized as intangible assets.

4. EQUITY INVESTMENT AND ROYALTIES

On March 21, 2019, the Company entered an agreement with Cell MedX Corp. ("CMXC") to purchase the direct rights to distribute the eBalance device from CMXC. On January 29, 2020 the Company and CMXC entered a Buyback agreement to sell the exclusive distribution rights to the eBalance microcurrent device back to CMXC.

The sales price included a retained royalty on future sales of the eBalance device capped at US$507,000 and share purchase warrants for 2,000,000 shares of CMXC of which 1,000,000 is exercisable at $0.50 and 1,000,000 exercisable at $1.00.  As at March 31, 2020, the Company’s equity investment consists of 2,000,000 share purchase warrants. Each CMXC’s warrant is exercisable for a period of three years, expiring on January 31, 2023. CMXC has the right to accelerate the expire date of the warrants based on the trading price of CMXC’s shares. 

As at March 31, 2020, the fair value of the equity investment was calculated to be $417,537 based on the market price of $0.26 per CMXC's common share using a Black Scholes Options Pricing model with the following assumptions:

The initial recognition of the equity investment in CMXC resulted in $351,134 gain on sale of distribution license from fair value of equity investments received and $66,403 gain on fair value when the CMXC warrants were revalued on March 31, 2020. During the three month period ended March 31, 2020, no CMXC warrants were sold and $nil realized gain or loss from sale of equity investment was realized.

5. SHARE CAPITAL

During the three months period ended March 31, 2020, 200,000 options expired. The Company granted 200,000 incentive stock options to one of its contractors to purchase an aggregate of 200,000 shares of the Company’s common stock at $0.10 per share. These stock options vest as to one-fourth immediately and one-fourth after the first, second and third six months of the date of grant. The fair value of the options granted calculated to be $11,673. The Company recognized a total of $2,918 as share-based compensation related to stock options vested during three month period ended March 31, 2020.  The fair value determined using the Black-Sholes Option Pricing model with the following assumptions:

As at March 31, 2020, the Company had 1,900,000 options outstanding with a weighted average exercise price and weighted average life of $.10 and .77 years, respectively. 1,750,000 options were exercisable with a weighted average price and weighted average life of $.10 and .68 years, respectively. 

ITEM 6.  EXHIBITS.

The following exhibits are either provided with this Quarterly Report or are incorporated herein by reference:

Notes:

(1) Filed as an exhibit to the Company's Registration Statement on Form 10, originally filed on February 1, 2018.

(2) Filed as an exhibit to the Company's Registration Statement on Form  S-8, filed on January 9, 2019.

(3) Filed as an exhibit to the Company's Current Report on Form 8-K, filed on January 31, 2020.

SIGNATURES

Pursuant to the requirements 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.

---

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q/A’ Filing		Date		Other Filings
		1/31/23
		12/31/20
Filed on:		5/20/20
		5/19/20
		5/15/20		10-Q
For Period end:		3/31/20		10-K,  10-Q,  NT 10-K
		1/31/20		8-K
		1/29/20		8-K
		12/31/19		10-K,  NT 10-K
		3/31/19		10-Q
		3/21/19		4,  8-K
		1/9/19		S-8,  SC 13D,  SC 13G
		12/31/18		10-K,  10-K/A,  4,  5
		2/1/18		10-12G/A
		3/13/08
		4/5/02
		4/14/99
		10/10/95
		7/4/94
				List all Filings

↑Top

---

Filing Submission 0001062993-20-002533   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

---

---

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help — Tue., Apr. 16, 10:24:48.2am ET