8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 26, 2010

LIVE CURRENT MEDIA INC.

(Exact name of Registrant as specified in charter)

Nevada (State or other jurisdiction of incorporation) 000-29929 (Commission File Number) 88-0346310 (IRS Employer Identification Number)

375 Water Street, Suite 645

Vancouver, British Columbia V6B 5C6

(Address of principal executive offices)

Registrant’s telephone number, including area code: (604) 453-4870

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2 below).

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(e)-4(c))

Item 1.01.                      Entry into a Material Definitive Agreement.

On March 25, 2008, we and our wholly owned subsidiary, Communicate.com Delaware, Inc., entered into an Agreement and Plan of Merger with Entity, Inc., a Delaware corporation (commonly referred to as “Auctomatic”), and the shareholders of Auctomatic.  The merger was consummated on May 22, 2008.  As part of the merger transaction, we issued 18 promissory notes representing a total principal amount of $800,000 (the “Original Notes”) to the Auctomatic shareholders.  On August 21, 2009 we filed a Current Report on Form 8-K indicating that we had reached an agreement with 12 of the Auctomatic shareholders, who collectively held Original Notes having a total principal amount of $424,934.40 (the “Note Holders”).  The Note Holders agreed to accept new c onvertible promissory notes (the “Convertible Notes”) in lieu of the cash payment that was due on May 22, 2009 pursuant to the terms the Original Notes.  Six holders of the Original Notes, which represented a total principal amount of $375,065.60, did not accept this offer.

On May 26, 2010 we completed an offer to the 12 Note Holders.  Seven of the Note Holders accepted the offer and are referred to in this report as the “New Note Holders”.  The New Note Holders agreed to the cancellation of their Convertible Notes, which represented a total principal amount of $138,494.40, and accepted new promissory notes (the “May 2010 Notes”) in place of their Convertible Notes.  The May 2010 Notes require us to make payments of principal plus 8% interest over a period of three years.  The payments of principal and interest will be made in 12 equal installments on a quarterly basis, beginning on June 1, 2010.  Any unpaid principal and accrued interest must be paid on the maturity date, which is May 22, 2013.  The princ ipal amount may be prepaid by the Company, in whole or in part, at any time or from time to time, without premium or penalty due.

Item 1.02.                      Termination of a Material Definitive Agreement.

See Item 1.01 above, which is incorporated herein.  As part of the offer completed on May 26, 2010, we cancelled 7 of the 12 Convertible Notes.

Item 2.03.                      Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

See Item 1.01 above, which is incorporated herein.

Item 3.03                      Material Modification to Rights of Security Holders.

See Item 1.01 above, which is incorporated herein.  By accepting the May 2010 Notes, the New Note Holders have relinquished their rights to convert the principal amount of the May 2010 Notes, and all accrued interest, into shares of our common stock.

Item 9.01                      Financial Statements and Exhibits.

Exhibit 10.1                      Form of Promissory Note.

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 hereunto duly authorized.

LIVE CURRENT MEDIA INC.

By:	/s/ C. Geoffrey Hampson
	C. Geoffrey Hampson
	Chief Executive Officer
	Dated: June 2, 2010

EX-10.1

Exhibit 10.1

 PROMISSORY NOTE

$________ May __, 2010

FOR VALUE RECEIVED, Live Current Media Inc., a Nevada corporation ("Maker"), promises to pay to the order of ________ ("Holder") the principal amount of ____________ ($______) plus interest on the unpaid principal balance from time to time at the rate of 8% per annum or the maximum rate allowed by law, whichever is less and subject to adjustment as provided herein.  Interest shall accrue effective as of May __, 2010.  All accrued but unpaid principal and interest shall be due and payable on May __, 2013 (the “Maturity Date”).

1.Terms of Payment.

1.1.Interest and Principal Payments.  Principal and interest on the unpaid principal balance shall be paid quarterly in arrears commencing on June 1, 2010 in twelve (12) equal intallments of $__________  pursuant to the attached amortization schedule (Exhibit A).  All unpaid principal and any accrued but unpaid interest shall be payable in full on the Maturity Date.  This Note may be prepaid by the Maker in whole or in part, at any time and from time to time, without premium or penalty.

1.2.Manner of Payment.  All payments made hereunder shall be paid to Holder at the address indicated on the attached Schedule A, or at such place as may be designated in writing by Holder, in immediately available United States funds without any deduction whatsoever including, but not limited to, any deduction for any setoff or counterclaim, provided, however, that Maker shall deduct from any payment the amount of wire transfer fees charged to Maker if Holder requests that payment be made by wire transfer.

2.Presentment, Notice and Other Matters.  Maker and any endorser or other person liable hereunder expressly agree that (a) presentment, notice of dishonor, and protest, notice of protest and any and all demands or notices are hereby waived; (b) this Note shall be binding upon Maker and any endorser and their respective successors in interest; and (c) this Note and any payment hereunder may be extended from time to time without in any way affecting liability hereunder.

3. General.  This Note shall be governed and construed in accordance with the laws of the State of Nevada without regard to the choice of law provisions thereof.  All notices hereunder shall be in writing and delivered by personal service, facsimile (provided that the sender receives verification of the transmission) or certified mail, postage prepaid.  Any notice sent by certified mail will be deemed to have been given three (3) days after the date on which it is mailed.  All other notices will be deemed given when received.  No objection may be made as to the manner of delivery of any notice actually received in writing by an authorized agent of a party.  Notices will be addressed as follows or to such other address as the party to whom the same is directed will have specified: If to Maker, Live Current Media Inc., 375 Water Street, Suite 645, Vancouver, British Columbia, V6B 5C6. If to Holder, at the address set forth on Schedule A hereto.

Executed at Vancouver, British Columbia this May __, 2010.

LIVE CURRENT MEDIA INC.

a Nevada corporation

By: _________________________

Name: C. Geoffrey Hampson

Title: Chief Executive Officer

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SCHEDULE A

HOLDER’S ADDRESS

_________________

_________________

_________________

Wire Transfer Instructions

If you wish to receive your payments by WIRE TRANSFER please provide the wire transfer instructions here.  By providing this information, you agree and acknowledge that all payments by wire transfer will be net of all applicable wire transfer fees, if any.

Bank: ____________________________

Bank Address &

Telephone No.: _______________________________________________________________

Account No: ___________________________

Account Name: _____________________________________

Routing or Equivalent Identifying Information: ______________________________

Other Information to Complete Transfer of Funds: ________________________________________

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EXHIBIT A

AMORTIZATION SCHEDULE

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