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)
NEVADA |
88-0346310 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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50 West Liberty Street, Suite 880 |
89501 |
(Address of principal executive offices) |
(Zip Code) |
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(604) 648-0501 |
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(Registrant's telephone number, including area code) |
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_____________________________________________________________________ |
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(Former name, former address and former fiscal year, if changed since last report) |
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.
Large accelerated filer ☐ |
Accelerated filer ☐ |
Non-accelerated filer ☐ (Do not check if a smaller reporting company) |
Smaller reporting company ☒ |
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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 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)
LIVE CURRENT MEDIA INC. | |||||||
CONDENSED CONSOLIDATED BALANCE SHEETS (expressed in US dollars) (Unaudited) |
March 31, 2020 | December 31, 2019 | ||||||
ASSETS | |||||||
Current assets | |||||||
Cash | $ | 331,303 | $ | 432,850 | |||
331,303 | 432,850 | ||||||
Non-current assets | |||||||
Intangible assets | 142,630 | 111,951 | |||||
Equity investments | 417,537 | - | |||||
$ | 891,470 | $ | 544,801 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||
Current liabilities | |||||||
Accounts payable | $ | 103,294 | $ | 91,060 | |||
Other payable | 17,696 | 17,645 | |||||
120,990 | 108,705 | ||||||
Stockholders' equity | |||||||
Capital stock | |||||||
Authorized: | |||||||
500,000,000 common shares, par value $0.001 per share | |||||||
Issued and outstanding as of March 31, 2020 and | |||||||
December 31, 2019: 34,837,625 common shares | 34,838 | 34,838 | |||||
Additional paid in capital | 18,373,817 | 18,370,899 | |||||
Deficit | (17,638,175 | ) | (17,969,641 | ) | |||
770,480 | 436,096 | ||||||
$ | 891,470 | $ | 544,801 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
LIVE CURRENT MEDIA INC. | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (expressed in US dollars) (Unaudited) |
March 31, 2020 | March 31, 2019 | ||||||
Operating expense (income) | |||||||
Domain content and registration | $ | 3,037 | $ | 5,350 | |||
General and administrative | 15,932 | 8,562 | |||||
Interest expense | 51 | 51 | |||||
Management fees | 32,841 | 30,000 | |||||
Marketing | 13,470 | 21,282 | |||||
Professional fees | 15,120 | 45,152 | |||||
Transfer agent and regulatory | 4,140 | 5,771 | |||||
Gain on sale of license | (351,134 | ) | - | ||||
Fair value change of equity investments | (66,403 | ) | - | ||||
Website development | 1,480 | - | |||||
Net income (loss) for the period | $ | 331,466 | $ |
(116,168 | ) | ||
Basic and diluted gain (loss) per share | 0.01 | (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 condensed consolidated financial statements.
LIVE CURRENT MEDIA INC. | |
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (expressed in US dollars) (Unaudited) |
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Common Stock | Additional | Total | ||||||||||||||
Number | Paid In | Accumulated | Stockholders' | |||||||||||||
of Shares | Amount | Capital | Deficit | Equity | ||||||||||||
Balance, December 31, 2018 | 34,837,625 | $ | 34,838 | $ | 18,370,899 | $ | (17,985,406 | ) | $ | 420,331 | ||||||
Net loss | - | - | - | (116,168 | ) | (116,168 | ) | |||||||||
Balance, March 31, 2019 | 34,837,625 | $ | 34,838 | $ | 18,370,899 | $ | (18,101,574 | ) | $ | 304,163 | ||||||
Balance, December 31, 2019 | 34,837,625 | $ | 34,838 | $ | 18,370,899 | $ | (17,969,641 | ) | $ | 436,096 | ||||||
Stock-based compensation | - | - | 2,918 | - | 2,918 | |||||||||||
Net income | - | - | - | 331,466 | 331,466 | |||||||||||
Balance, March 31, 2020 | 34,837,625 | $ | 34,838 | $ | 18,373,817 | $ | (17,638,175 | ) | $ | 770,480 | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
LIVE CURRENT MEDIA INC. | |||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (expressed in US dollars) (Unaudited) |
For the three months ended | ||||||||
March 31, 2020 | March 31, 2019 | |||||||
Cash flows used in operating activities | ||||||||
Net income (loss) for the period | $ | 331,466 | $ | (116,168 | ) | |||
Non-cash item | ||||||||
Accrued interest | 51 | 51 | ||||||
Fair value change on equity investments | (66,403 | ) | - | |||||
Gain on sale of license | (351,134 | ) | - | |||||
Changes in non-cash working capital items | ||||||||
Receivable | - | 15,000 | ||||||
Accounts payable and accrued liabilities | 12,234 | 36,558 | ||||||
Cash used in operating activities | (73,786 | ) | (64,559 | ) | ||||
Cash flows used in Investing activities | ||||||||
Website development | (27,761 | ) | - | |||||
Cash used in investing activities | (27,761 | ) | - | |||||
Change in cash | (101,547 | ) | (64,559 | ) | ||||
Cash, beginning of period | 432,850 | 388,906 | ||||||
Cash, end of period | $ | 331,303 | $ | 324,347 | ||||
Supplemental cash flow information: | ||||||||
Interest paid | $ | - | $ | - | ||||
Income taxes paid | $ | - | $ | - |
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:
Assumptions: |
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Risk-free rate (%) |
0.29 |
Expected stock price volatility (%) |
183 |
Expected dividend yield (%) |
0 |
Expected life of options (years) |
2.83 |
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:
Assumptions: |
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Risk-free rate (%) |
1.34 |
Expected stock price volatility (%) |
208 |
Expected dividend yield (%) |
0 |
Expected life of options (years) |
2 |
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.
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LIVE CURRENT MEDIA INC. |
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Date: |
May 19, 2020 |
By: |
/s/ David M. Jeffs |
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DAVID M. JEFFS |
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Chief Executive Officer, President, Chief Financial Officer and Secretary |
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(Principal Executive Officer and Principal Financial Officer) |
CERTIFICATIONS
I, David M. Jeffs, certify that;
(1) I have reviewed this Quarterly Report on Form 10-Q/A of Live Current Media Inc.;
(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4) The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
(5) The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: May 19, 2020
/s/ David M. Jeffs
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By: David M. Jeffs
Title: Chief Executive Officer, President, Treasurer and Secretary
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, David M. Jeffs, the Chief Executive Officer and Treasurer of Live Current Media Inc. (the "Company"), hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(i) the Quarterly Report on Form 10-Q/A of the Company, for the fiscal quarter ended March 31, 2020, and to which this certification is attached as Exhibit 32.1 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
By: |
/s/ David M. Jeffs |
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Name: |
DAVID M. JEFFS |
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Title: |
Chief Executive Officer and Treasurer (chief financial officer) |
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Date: |
May 19, 2020 |
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.
NATURE AND CONTINUANCE OF OPERATIONS |
3 Months Ended |
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Mar. 31, 2020 | |
Nature And Continuance Of Operations [Abstract] | |
NATURE AND CONTINUANCE OF OPERATIONS [Text Block] | 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. |
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares |
Mar. 31, 2020 |
Dec. 31, 2019 |
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Statement of Financial Position [Abstract] | ||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Par Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares, Issued | 34,837,625 | 34,837,625 |
Common Stock, Shares, Outstanding | 34,837,625 | 34,837,625 |
SHARE CAPITAL (Tables) |
3 Months Ended | ||||||||||
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Mar. 31, 2020 | |||||||||||
Share Capital [Line Items] | |||||||||||
Schedule of Stock Options, Valuation Assumptions [Table Text Block] |
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Share-based Payment Arrangement, Option [Member] | |||||||||||
Share Capital [Line Items] | |||||||||||
Schedule of Stock Options, Valuation Assumptions [Table Text Block] |
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EQUITY INVESTMENT AND ROYALTIES |
3 Months Ended | ||||||||||
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Mar. 31, 2020 | |||||||||||
Equity Investment And Royalties [Abstract] | |||||||||||
EQUITY INVESTMENT AND ROYALTIES [Text Block] | 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 $0.26 per CMXC's common share using a Black Scholes Options Pricing model with the following assumptions:
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SHARE CAPITAL (Narrative) (Details) |
3 Months Ended |
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Mar. 31, 2020
USD ($)
$ / shares
shares
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Stockholders' Equity Note [Abstract] | |
Options expired | 200,000 |
Incentive stock options granted | 200,000 |
Incentive stock options granted, exercise price | $ / shares | $ 0.10 |
Fair value of options granted | $ | $ 11,673 |
Stock-based compensation | $ | $ 2,918 |
Options outstanding | 1,900,000 |
Options outstanding, weighted average exercise price | $ / shares | $ 0.10 |
Options outstanding, weighted average life | 9 months 7 days |
Options exercisable | 1,750,000 |
Options exercisable, weighted average exercise price | $ / shares | $ 0.10 |
Options exercisable, weighted average life | 8 months 4 days |
EQUITY INVESTMENT AND ROYALTIES - Schedule of Stock Options, Valuation Assumptions (Details) - Cell MedX Corp. [Member] |
3 Months Ended |
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Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free rate (%) | 0.29% |
Expected stock price volatility (%) | 183.00% |
Expected dividend yield (%) | 0.00% |
Expected life of options (years) | 2 years 9 months 29 days |
NATURE AND CONTINUANCE OF OPERATIONS (Narrative) (Details) - USD ($) |
Mar. 31, 2020 |
Dec. 31, 2019 |
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Nature And Continuance Of Operations [Abstract] | ||
Accumulated deficit | $ 17,638,175 | $ 17,969,641 |
SHARE CAPITAL |
3 Months Ended | ||||||||||
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Mar. 31, 2020 | |||||||||||
Stockholders' Equity Note [Abstract] | |||||||||||
SHARE CAPITAL [Text Block] | 5. SHARE CAPITAL
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) |
3 Months Ended | |
---|---|---|
Mar. 31, 2020 |
Mar. 31, 2019 |
|
Cash flows used in operating activities | ||
Net income (loss) for the period | $ 331,466 | $ (116,168) |
Non-cash item | ||
Accrued interest | 51 | 51 |
Fair value change on equity investments | (66,403) | |
Gain on sale of license | (351,134) | |
Changes in non-cash working capital items | ||
Receivable | 15,000 | |
Accounts payable and accrued liabilities | 12,234 | 36,558 |
Cash used in operating activities | (73,786) | (64,559) |
Cash flows used in investing activities | ||
Website development | (27,761) | |
Cash used in investing activities | (27,761) | |
Change in cash | (101,547) | (64,559) |
Cash, beginning of period | 432,850 | 388,906 |
Cash, end of period | 331,303 | 324,347 |
Supplemental cash flow information: | ||
Interest paid | 0 | 0 |
Income taxes paid | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) |
Mar. 31, 2020 |
Dec. 31, 2019 |
---|---|---|
Current assets | ||
Cash | $ 331,303 | $ 432,850 |
Total Current Assets | 331,303 | 432,850 |
Non-current assets | ||
Intangible assets | 142,630 | 111,951 |
Equity investments | 417,537 | |
Total Assets | 891,470 | 544,801 |
Current liabilities | ||
Accounts payable | 103,294 | 91,060 |
Other payable | 17,696 | 17,645 |
Total Liabilities | 120,990 | 108,705 |
Stockholders' equity | ||
Capital stock Authorized: 500,000,000 common shares, par value $0.001 per share, Issued and outstanding as of March 31, 2020 and December 31, 2019: 34,837,625 common shares | 34,838 | 34,838 |
Additional paid in capital | 18,373,817 | 18,370,899 |
Deficit | (17,638,175) | (17,969,641) |
Total Stockholders Equity | 770,480 | 436,096 |
Total Liabilities and Stockholders Equity | $ 891,470 | $ 544,801 |
EQUITY INVESTMENT AND ROYALTIES (Tables) |
3 Months Ended | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2020 | |||||||||||
Equity Investment And Royalties [Abstract] | |||||||||||
Schedule of Stock Options, Valuation Assumptions [Table Text Block] |
|
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) |
3 Months Ended | |
---|---|---|
Mar. 31, 2020 |
Mar. 31, 2019 |
|
Operating expense (income) | ||
Domain content and registration | $ 3,037 | $ 5,350 |
General and administrative | 15,932 | 8,562 |
Interest expense | 51 | 51 |
Management fees | 32,841 | 30,000 |
Marketing | 13,470 | 21,282 |
Professional fees | 15,120 | 45,152 |
Transfer agent and regulatory | 4,140 | 5,771 |
Gain on sale of license | (351,134) | |
Fair value change of equity investments | (66,403) | |
Website development | 1,480 | |
Net income (loss) for the period | $ 331,466 | $ (116,168) |
Basic and diluted gain (loss) per share (in dollars per share) | $ 0.01 | $ (0.00) |
Weighted average number of basic common shares outstanding (in shares) | 34,837,625 | 34,837,625 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
3 Months Ended |
---|---|
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Text Block] | 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. |
INTANGIBLE ASSETS |
3 Months Ended |
---|---|
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS [Text Block] | 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 $30,679 related to website development costs was capitalized as intangible assets. |
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (Unaudited) - USD ($) |
Common Stock [Member] |
Additional Paid In Capital [Member] |
Accumulated Deficit [Member] |
Total |
---|---|---|---|---|
Beginning Balance at Dec. 31, 2018 | $ 34,838 | $ 18,370,899 | $ (17,985,406) | $ 420,331 |
Beginning Balance (Shares) at Dec. 31, 2018 | 34,837,625 | |||
Net income for the period | (116,168) | (116,168) | ||
Ending Balance at Mar. 31, 2019 | $ 34,838 | 18,370,899 | (18,101,574) | 304,163 |
Ending Balance (Shares) at Mar. 31, 2019 | 34,837,625 | |||
Beginning Balance at Dec. 31, 2018 | $ 34,838 | 18,370,899 | (17,985,406) | 420,331 |
Beginning Balance (Shares) at Dec. 31, 2018 | 34,837,625 | |||
Net income for the period | (116,168) | |||
Ending Balance at Dec. 31, 2019 | $ 34,838 | 18,370,899 | (17,969,641) | 436,096 |
Ending Balance (Shares) at Dec. 31, 2019 | 34,837,625 | |||
Stock-based compensation | 2,918 | 2,918 | ||
Net income for the period | 331,466 | 331,466 | ||
Ending Balance at Mar. 31, 2020 | $ 34,838 | $ 18,373,817 | $ (17,638,175) | $ 770,480 |
Ending Balance (Shares) at Mar. 31, 2020 | 34,837,625 |
Document and Entity Information - shares |
3 Months Ended | |
---|---|---|
Mar. 31, 2020 |
May 15, 2020 |
|
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Live Current Media Inc. | |
Entity Central Index Key | 0001108630 | |
Current Fiscal Year End Date | --12-31 | |
Document Period End Date | Mar. 31, 2020 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q/A | |
Entity Common Stock, Shares Outstanding | 34,837,625 | |
Entity Current Reporting Status | Yes | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | true | |
Amendment Description | 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. | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Interactive Data Current | Yes |
SHARE CAPITAL -Schedule of Stock Options, Valuation Assumptions (Details) - Stock option [Member] |
3 Months Ended |
---|---|
Mar. 31, 2020 | |
Share Capital [Line Items] | |
Risk-free rate (%) | 1.34% |
Expected stock price volatility (%) | 208.00% |
Expected dividend yield (%) | 0.00% |
Expected life of options (years) | 2 years |
INTANGIBLE ASSETS (Narrative) (Details) |
Mar. 31, 2020
USD ($)
|
---|---|
Goodwill and Intangible Assets Disclosure [Abstract] | |
Website development costs capitalized as intangible assets | $ 30,679 |
Summary of Significant Accounting Policies (Policies) |
3 Months Ended |
---|---|
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation [Policy Text Block] | 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 [Policy Text Block] | 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 [Policy Text Block] | 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 [Policy Text Block] | 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. |