Live Current Media, Inc. - Form 10-K/A - Filed by newsfilecorp.com

10-K/A 1 form10ka.htm FORM 10-K/A Live Current Media, Inc. - Form 10-K/A - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
Amendment No. 1

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 F

or the fiscal year ended December 31, 2018

[ ] 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)

NEVADA	88-0346310
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)


50 West Liberty Street, Suite 880
Reno, Nevada	89501
(Address of principal executive offices)	(Zip Code)

(604) 648-0515
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:	NONE.

Securities registered pursuant to Section 12(g) of the Act:	Common Stock, $0.001 Par Value Per Share.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act.
[_] Yes [X] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
[_] Yes [X] No

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.
[X] Yes [_] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (s. 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).
[X] Yes [_] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (s229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [_]

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.

Large accelerated filer [_]	Accelerated filer [_]
Non-accelerated filer [_] (Do not check if a smaller reporting company)	Smaller reporting company [X]
	Emerging growth company [_]

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 Act).
[_] Yes [X] No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter:
$669,380 based on the closing price of $0.04 on June 29, 2018 as quoted by the OTCQB Marketplace on that date.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
As of March 28, 2019, the Registrant had 34,837,625 shares of common stock outstanding.

Page 2 of 5

EXPLANATORY NOTE

Live Current Media Inc. (the “Company”) is filing this Amendment No. 1 on form 10-K/A (the “Amendment”) to its Annual Report on Form 10-K for the year ended December 31, 2018, filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2019 (the “Original Filing”) to include the signed audit report of its principal independent accountants Dale, Matheson, Carr-Hilton, Labonte LLP (“DMCL”) included with the Company’s financial statements for the year ended December 31, 2018. DMCL’s audit report for included with the Original Filing was inadvertently unsigned. With the exception of the inclusion of DMCL’s signed audit report, the Company’s financial statements included with the Original Filing are unchanged.

Pursuant to Rule 12b-15 under Securities Exchange Act of 1934, as amended, this 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.

Page 3 of 5

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Audited financial statements for the fiscal years ended December 31, 2018, including:

(a)	Report of Independent Registered Accounting Firm;

(b)	Consolidated Balance Sheet for the years ended December 31, 2017 and 2018;

(c)	Consolidated Statements of Operations for the years ended December 31, 2017 and 2018;

(d)	Consolidated Statements of Cash Flows for the years ended December 31, 2017 and 2018;

(e)	Consolidated Statements of Stockholders’ Equity; and

(f)	Notes to the Financial Statements.

Page 4 of 5

LIVE CURRENT MEDIA INC.

CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2018

(Expressed in US Dollars)

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Live Current Media Inc.

Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Live Current Media Inc. (the "Company") as of December 31, 2018 and 2017, the related consolidated statements of operations, stockholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has not achieved profitable operations with further losses anticipated and has an accumulated deficit of $17,985,406. The Company requires additional funds to meet its obligations and the costs of its operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty
Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting in accordance with the standards of the PCAOB. As part of our audits we are required to obtain an understanding of internal control over financial reporting 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 in accordance with the standards of the PCAOB.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ DALE MATHESON CARR-HILTON LABONTE LLP

DALE MATHESON CARR-HILTON LABONTE LLP

CHARTERED PROFESSIONAL ACCOUNTANTS

We have served as the Company’s auditor since 2017

Vancouver, Canada

April 1, 2019

F-2

LIVE CURRENT MEDIA INC.

CONSOLIDATED BALANCE SHEETS

(expressed in US dollars)

		December 31,			December 31,
		2018			2017

ASSETS
Current assets
Cash	$	388,906		$	956,549
Receivable		-			5,435
Domain proceeds receivable		22,500			82,500
		411,406			1,044,484
Non-current assets
Domain proceeds receivable		-			30,000
Intangible assets		111,951			206,150
	$	523,357		$	1,280,634

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	85,585		$	185,550
Other payable		17,441			17,236
		103,026			202,786
Stockholders' equity
Capital stock
Authorized: 500,000,000 common shares, par value $0.001 per share Issued and outstanding: 34,837,625 common shares (34,837,625 at December 31, 2017)		34,838			34,838
Additional paid in capital		18,370,899			18,257,563
Deficit		(17,985,406	)		(17,214,553	)
		420,331			1,077,848
	$	523,357		$	1,280,634

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

F-3

LIVE CURRENT MEDIA INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(expressed in US dollars)

		For the years ended
		December 31,			December 31,
		2018			2017
General and administrative expenses
Consulting	$	113,336		$	-
Domain content and registration		16,340			16,160
Distribution rights		250,000			-
General and administration		27,881			44,482
Gain on sale of domain names		-			(222,265	)
Impairment of assets		94,199			37,500
Management fees		140,000			126,774
Professional fees		104,313			52,202
Transfer agent and regulatory		31,014			48,204
Travel		5,080			11,206

Loss from operations		(782,163	)		(114,263	)

Gain on debt retirement		-			185,198
Interest expense		(205	)		(207	)
Other income		-			120
Foreign exchange		-			192
		(205	)		185,303

Net income (loss) for the year before provision for taxes	$	(782,368	)	$	71,040
Provision for taxes
Current taxes recovered		11,515			-

Net income (loss) for the year	$	(770,853	)	$	71,040

Basic and diluted loss per share	$	(0.02	)	$	0.00

Weighted average number of basic common shares outstanding		34,837,625			34,837,625

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

F-4

LIVE CURRENT MEDIA INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(expressed in US dollars)

	Common Stock				Additional					Total
	Number				Paid In		Accumulated			Stockholders'
	of Shares		Amount		Capital		Deficit			Deficit
Balance, December 31, 2016	34,837,625	$	34,838	$	18,257,563	$	(17,285,593	)	$	1,006,808
Net income for the year	-		-		-		71,040			71,040
Balance, December 31, 2017	34,837,625		34,838		18,257,563		(17,214,553	)		1,077,848
Stock-based compensation	-		-		113,336		-			113,336
Net loss for the year	-		-		-		(770,853	)		(770,853	)

Balance, December 31, 2018	34,837,625	$	34,838	$	18,370,899	$	(17,985,406	)	$	420,331

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

F-5

LIVE CURRENT MEDIA INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(expressed in US dollars)

		For the years ended
		December 31,			December 31,
		2018			2017

Cash flows used in operating activities
Net income (loss) for the year	$	(770,853	)	$	71,040
Non-cash items
Impairment of intangible assets		94,199			37,500
Gain on sale of domain names		-			(222,265	)
Bad debt expense		5,435			-
Stock-based compensation		113,336			-
Gain on debt retirement		-			(185,198	)
Accrued interest		205			207
Income taxes recovered		(11,515	)		-
Changes in non-cash working capital item
Accounts payable and accrued liabilities		(88,450	)		(65,290	)
Cash used in operating activities		(657,643	)		(364,006	)

Cash flows used in investing activities
Proceeds received for sale of domain name		90,000			171,000
Cash provided by investing activities		90,000			171,000

Change in cash		(567,643	)		(193,006	)
Cash, beginning of year		956,549			1,149,555
Cash, end of year	$	388,906		$	956,549

Supplemental cash flow information:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

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

F-6

LIVE CURRENT MEDIA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2018

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.

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.

Through DHI, the Company builds consumer Internet experiences around its portfolio of domain names. DHI’s current business strategy is to develop, or to seek partners to develop, its domain names to include content, commerce and community applications. On June 4, 2014, a judge in Reno, Nevada ordered a receiver to take charge of the Company’s business. On May 4, 2017, the Company was discharged from receivership (Note 8).

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As of December 31, 2018, the Company has not achieved profitable operations, has incurred recurring operating losses and further losses are possible. The Company has an accumulated deficit of $17,985,406. 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 operations through the issuance of capital stock and debt. Management plans to continue raising additional funds through equity or debt financings and loans from directors. There is no certainty that further funding will be available as needed. These factors 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 should the Company be unable to continue as a going concern.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Basis of Presentation

These consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany balances have been eliminated on consolidation.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

F-7

LIVE CURRENT MEDIA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2018

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Cash and cash equivalents

All highly liquid investments, with an original term to maturity of three months or less are classified as cash and cash equivalents. Cash and cash equivalents are stated at cost which approximates market value.

Intangible Assets not subject to amortization

Intangible assets not subject to amortization consist of direct navigation domain names. While the domain names are renewed annually, through payment of a renewal fee to the applicable registry, the Company has the exclusive right to renew these names at its option. The Company has determined that there are currently no legal, regulatory, contractual, economic or other factors that limit the useful life of these domain names on an aggregate basis and accordingly treat the portfolio of domain names as indefinite life intangible assets.

The Company reviews individual domain names in the portfolio for potential impairment throughout the fiscal year in determining whether a particular URL should be renewed. Impairment is recognized for names that are not renewed. The Company performs an annual assessment of individual domain names in its portfolio to determine whether it is more likely than not that the fair market value of a domain name is less than its carrying amount. When it is determined that the fair value of a domain name is less than its carrying amount, impairment is recognized.

As at December 31, 2018, the weighted remaining average period before the next renewal with the applicable registry is 1.11 years (December 31, 2017: 3.06 years).

Foreign Currency Translation

The Company’s functional currency is the US dollar and reporting currency is the United States dollar. The Company translates assets and liabilities to US dollars using year-end exchange rates, stockholders’ deficit accounts are translated at historical exchange rates, and translates revenues and expenses using average exchange rates during the period. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the Statement of Operations.

Income taxes

The Company follows the liability method of accounting for income taxes. Under this method, current income taxes are recognized for the estimated income taxes payable for the current year. Deferred income tax assets and liabilities are recognized in the current year for temporary differences between the tax and accounting basis of assets and liabilities as well as for the benefit of losses available to be carried forward to future years for tax purposes. Deferred income tax assets and liabilities are measured using tax rates and laws expected to apply in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred income tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized. Deferred tax assets and deferred tax liabilities, along with any associated valuation allowance, are offset and shown in the financial statements as a single noncurrent amount when these items arise within the same tax jurisdiction.

The Company and its subsidiaries are subject to U.S. federal income tax and Canadian income tax, as well as income tax of multiple state and local jurisdictions. Based on the Company’s evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements.

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LIVE CURRENT MEDIA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2018

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Share Based Payments

The Company accounts for all stock-based payments and awards under the fair value based method. The Company accounts for the granting of stock options to employees using the fair value method whereby all awards to employees will be measured at fair value on the date of the grant. The fair value of all stock options are expensed over their vesting period with a corresponding increase to additional paid-in capital. Upon exercise of stock options, the consideration paid by the option holder, together with the amount previously recognized in additional paid-in capital is recorded as an increase to share capital. Stock options granted to employees are accounted for as liabilities when they contain conditions or other features that are indexed to other than a market, performance or service condition. Stock-based payments to non-employees are measured at the fair value of the consideration received, or the fair value of the equity instruments issued, or liabilities incurred, whichever is more reliably measurable. The fair value of stock-based payments to non-employees is periodically re-measured until the counterparty performance is complete, and any change therein is recognized over the vesting period of the award and in the same manner as if the Company had paid cash instead of paying with or using equity based instruments. The fair value of the stock-based payments to non-employees that are fully vested and non-forfeitable as at the grant date are measured and recognized at that date.

The Company uses the Black-Scholes option pricing model to calculate the fair value of stock options. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected term of the option, risk-free interest rates, the value of the common stock and expected dividend yield of the common stock. Changes in these assumptions can materially affect the fair value estimate.

Fair Value of Financial Instruments

The estimated fair values for financial instruments are determined based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The estimated fair value of cash, receivable, accounts payable and amounts due to shareholders of Auctomatic approximate their carrying value due to the short-term nature of those instruments.

ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1 – Quoted prices in active markets for identical assets or liabilities;

Level 2 – Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and

Level 3 – Unobservable inputs that are supported by little or no market activity, there for requiring an entity to develop its own assumptions about the assumption that market participants would use in pricing.

The Company had no Level 3 assets or liabilities required to be recorded at fair value on a recurring basis in accordance with US GAAP as at December 31, 2018 and 2017.

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LIVE CURRENT MEDIA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2018

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Basic and Diluted Income (Loss) per Share

Earnings or loss per share (“EPS”) is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed by dividing net income (loss) by the weighted-average of all potentially dilutive shares of the common stock that were outstanding during the years presented. The treasury stock method is used in calculating diluted EPS for potentially dilutive stock options and share purchase warrants, which assumes that any proceeds received from the exercise of in-the-money stock options and share purchase warrants, would be used to purchase common shares at the average market price for the period.

Adoption of New Accounting Pronouncement

On January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"), which amended the existing accounting standards for revenue recognition. ASU 2014-09 establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. The Company adopted ASU 2014-09 effective January 1, 2018 and applied the modified retrospective approach. There was no impact to the Company’s recognition of revenue as a consequence of adopting this new standard.

3. SHARE CAPITAL

Authorized

The authorized capital of the Company consists of 500,000,000 shares of common stock with a par value of $0.001 per share. No other shares have been authorized

4. STOCK OPTIONS

The Company’s 2018 Stock Option Plan (the “Plan”) was approved by the Board of Directors on November 28, 2018. The Plan will provide for the grant of 5,000,000 shares of common stock of the Corporation, subject to increase after March 31, 2019, upon approval by the Corporation’s directors, provided that the total number of shares that may be optioned and sold under the Plan shall at no time be greater than 15% of total number of shares of common stock outstanding, less any options still outstanding under any previous stock option plan.

On November 30, 2018, the board of directors of the Company granted option to purchase up to 1,000,000 shares of the Company to it CEO, up to 400,000 shares of the Company to its directors and up to 400,000 shares of the Company to its Consultants.

The total fair value of the options granted to the CEO, directors and consultants was calculated to be $107,482.

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LIVE CURRENT MEDIA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2018

4. STOCK OPTIONS continued

	At November 30, 2018
Expected Life of Options	2 years
Risk-Free Interest Rate	1.63%
Expected Dividend Yield	Nil
Expected Stock Price Volatility	409%

On November 39, 2018, the board of directors of the Company granted a Non-Plan option to purchase up to 100,000 shares of the Company to a non-related party.

	At November 30, 2018
Expected Life of Options	1 ½ years
Risk-Free Interest Rate	1.63%
Expected Dividend Yield	Nil
Expected Stock Price Volatility	382%

The fair value of the options granted to the non-related party were $5,854.

5. DOMAIN PROCEEDS RECEIVABLE

On October 6, 2017, the Company sold a domain name for total consideration of $150,000 less a brokerage fee of $15,000. The domain purchase and transfer agreement included terms that allowed the purchaser to make monthly instalment payments of $7,500, net of the brokerage fee, over a period of 18 months. The domain is being held by an independent escrow agent during the period the remaining balance in respect of this sale is outstanding. The purchaser is entitled to control the domain name while being held in escrow but, in the event of a default that is not successfully remedied, all rights to the domain name will be transferred back to the Company and all payments made by the purchaser will be forfeited. As at December 31, 2018, the balance remaining on this receivable totaled $22,500. .

6. DEPOSIT

On September 10, 2018, Live Current entered into a non-binding letter of intent (the “LOI”) with Cell MedX Corp. (Cell MedX) for worldwide distribution rights of the e-Balance device for home-based usage. The e-Balance device is a micro-current therapy device designed to target complications arising from diabetes but has yet to receive approval from the Food and Drug Administration (“FDA”). Pursuant to the LOI, the Company agreed to enter into negotiations aimed at obtaining a definitive agreement within a 90-day period (Note 10). The Company advanced US$250,000 as a deposit for exclusive worldwide distribution rights. The probability of success and length of time to obtain Federal Drug Administration approval of the e-Balance device is difficult to determine and there are uncertainties associated with the timely completion of the device’s commercial success. Due to the uncertainties associated with the successful commercialization of the e-Balance device, it has been determined that the payment of this deposit does not meet the definition of an asset and is thus expensed within general and administrative expenses.

7. INTANGIBLE ASSETS

		December 31,		December 31,
		2018		2017
Domain names	$	111,951	$	201,496
Trademarks		-		4,654
	$	111,951	$	206,150

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LIVE CURRENT MEDIA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2018

The Company’s portfolio of domain names are considered by management to be indefinite life intangible assets not subject to amortization. Management performs an annual impairment assessment of its domain names; during the year ended December 31, 2018, the Company recorded an impairment charge of $89,545 (2017: $37,500).

The Company recorded an impairment charge in 2018 of $4,654 for Trademarks (2017 $nil)

8. DEBT RETIREMENT

On May 4, 2017, in conjunction with the termination of the Company’s receivership, the Company realized a gain on debt retirement of $185,198.

9. INCOME TAXES

Effective January 1, 2018, the enacted statutory tax rate is 21%. The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows:

		December 31,			December 31,
		2018			2017
Net income (loss) for the year	$	(770,853	)	$	71,040
Statutory rate		21%			35%
Expected income tax expense (recovery)		(162,000	)		25,000
Impact of statutory tax rate on earnings of subsidiary		(26,000	)		(8,000	)
Non-taxable earnings		24,000			(23,000	)
Effect of change of future enacted tax rate		-			998,000
Effect of foreign exchange on tax assets		-			13,000
Adjustment to prior year tax provision		1,000			(59,000	)
Change in valuation allowance		151,000			(946,000	)
	$	(12,000	)	$	-

The significant components of deferred income tax assets at December 31, 2018 and December 31, 2017 are as follows:

		December 31,			December 31,
		2018			2017
Net operating losses	$	1,706,000		$	1,567,000
Intangible assets		67,000			55,000
		1,773,000			1,622,000
Valuation allowance		(1,773,000	)		(1,622,000	)
	$	-		$	-

At December 31, 2018, the Company had accumulated non-capital loss carry-forwards of approximately $7,400,000 that expire from 2025 through 2037. The potential future tax benefits of these expenses and losses carried-forward have not been reflected in these financial statements due to the uncertainty regarding their ultimate realization. Tax attributes are subject to review, and potential adjustment by tax authorities.

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LIVE CURRENT MEDIA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2018

10. SUBSEQUENT EVENTS

On March 21, 2019, the Company executed the Distribution Agreement with Cell MedX, pursuant to which Cell MedX has granted to the Company an exclusive worldwide license to distribute its e-Balance microcurrent device to households and individual users. To acquire these rights, the Company paid to Cell MedX the sum of $250,000, the full amount of which was paid to Cell MedX upon signing of the letter of intent between the Company and Cell MedX in September 2018. Under the terms of the Distribution Agreement, the Company has agreed to pay to Cell MedX a fee (the “License Fee”) for each e-Balance device sold. In addition, the users of the e-Balance device will be charged a periodic user fee (the “User Fee”) that will be split between the Company and Cell MedX. To maintain its exclusive distribution rights, the Company is subject to minimum sales and, after a period of time, minimum User Fee, requirements. If the Company fails to meet the minimum sales requirements, the Company will maintain its distribution rights, however those rights will cease to be exclusive. (Note 6)

F-13

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibit
Number		Description of Exhibit
31.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema
101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.DEF		XBRL Taxonomy Extension Definition Linkbase
101.LAB		XBRL Taxonomy Extension Label Linkbase
101.PRE		XBRL Taxonomy Extension Presentation Linkbase

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

			Live Current Media, Inc.



Date:	May 14, 2019	By:	/s/ David M. Jeffs
			DAVID M. JEFFS
			Chief Executive Officer, President, Secretary and Treasurer
			(Principal Executive Officer and Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date:	May 14, 2019	By:	/s/ David M. Jeffs
			DAVID M. JEFFS
			Chief Executive Officer, President, Secretary and Treasurer
			(Principal Executive Officer and Principal Financial Officer)

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