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375 Water Street, Suite 645
Vancouver, BC, V6B5C6, Canada
Telephone (604) 453-4870
November 20, 2009
VIA EDGAR
Mr. Andrew Mew
Accounting Branch Chief
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: | Live Current Media Inc. Amendment No. 1 to Registration Statement on Form S-1 Filing Date: May 7, 2009 File No. 333-158951 Amendments Nos. 1 and 2 to Form 10-K for the Fiscal Year Ended December 31, 2008 Filing Date: September 11, 2009 and October 26, 2009 Amendments Nos. 1 and 2 to Form 10-Q for the Fiscal Quarter Ended March 31, 2009 Filing Date: September 17, 2009 and October 26, 2009 File No.: 0-29929 |
Dear Mr. Mew:
This letter is in response to your letter dated November 10, 2009. In conjunction with this letter, we are also filing Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 (the “June 2009 10-Q Amendment”).
For your ease of reference, we have included your comments below.
Amendment No. 2 to Form 10-K for the Fiscal Year Ended December 31, 2008
Consolidated Statements of Operations, page F-4
1. We note your responses to comments 2-4 of our letter dated October 7, 2009. We note you revised your Form 10-K for the year ended December 31, 2008, and your Form 10-Q for the period ended March 31, 2009 for the issues raised in comments 2-4. We continue to believe that you should amend your June 30, 2009 Form 10-Q to address the issues raised in our prior comments.
As noted above, we have filed the June 2009 10-Q Amendment, as you requested.
2. We note your revisions within Amendments no 2 to Form 10-Q and Form 10-K for the periodic periods ended March 31, 2009 and December 31, 2008, respectively, regarding the reclassifications of the Global Cricket Venture expenses within the appropriate expense categories in your statements of operations. However, we are unable to reconcile the “As previously reported” column amounts in these amended reports to your previous filings. Please advise or revise.
In comment number 4 of your letter dated October 26, 2009, you requested that we revise our statements of operations to include the Global Cricket Venture expenses within the expense categories in our statements of operations. As a result, we reclassified the Global Cricket Venture expenses to Corporate General and Administrative expenses, Corporate Marketing expenses, and Management Fees and Employee Salaries expenses in our Amendments No. 2 to Form 10-K and Form 10-Q for the three month period ended March 31, 2009. The disclosures in Note 2 to our financial statements also were updated to reflect the reclassified totals. Please see the reconciliations below.
Mr. Andrew Mew
Accounting Branch Chief
United States Securities and Exchange Commission
November 20, 2009
Page 2
December 31, 2008
We reclassified $1,476,255 of Global Cricket Venture expenses to separate operating expense categories. The table below demonstrates the reclassification and the change between the “As Previously Reported” column amounts in Note 2 to our consolidated financial statements in our Amendment No. 1 to our Form 10-K and the “As Previously Reported” column amounts in our Amendment No. 2 to our Form 10-K.
For the year ended December 31, 2008 | Per Amendment No. 1 "As Previously Reported" | Global Cricket Venture Reclassification | Per Amendment No. 2 "As Previously Reported" | |||||||||
OPERATING EXPENSES | ||||||||||||
Amortization and depreciation | 253,141 | - | 253,141 | |||||||||
Amortization of website development costs | 58,640 | - | 58,640 | |||||||||
Corporate general and administrative | 2,537,422 | 397,133 | 2,934,555 | |||||||||
ECommerce general and administrative | 567,980 | - | 567,980 | |||||||||
Management fees and employee salaries | 4,746,255 | 973,679 | 5,719,934 | |||||||||
Corporate marketing | 42,399 | 105,443 | 147,842 | |||||||||
ECommerce marketing | 766,393 | - | 766,393 | |||||||||
Other expenses | 708,804 | - | 708,804 | |||||||||
Total Operating Expenses | 9,681,034 | 1,476,255 | 11,157,289 | |||||||||
NON-OPERATING INCOME (EXPENSES) | ||||||||||||
Global Cricket Venture expenses | (2,476,255 | ) | 1,476,255 | (1,000,000 | ) | |||||||
Gain from sales and sales-type lease of domain names | 498,829 | - | 498,829 | |||||||||
Accretion interest expense | (96,700 | ) | - | (96,700 | ) | |||||||
Interest and investment income | 67,683 | - | 67,683 | |||||||||
Total Non-Operating Income (Expenses) | (2,006,443 | ) | 1,476,255 | (530,188 | ) | |||||||
NET LOSS AND COMPREHENSIVE LOSS FOR THE PERIOD | $ | (10,006,456 | ) | $ | - | $ | (10,006,456 | ) |
Mr. Andrew Mew
Accounting Branch Chief
United States Securities and Exchange Commission
November 20, 2009
Page 3
March 31, 2009
We reclassified $227,255 of Global Cricket Venture expenses to separate operating expense categories. The table below demonstrates the reclassification and the change between the “As Previously Reported” column amounts in Note 2 to our consolidated financial statements in our Amendment No. 1 to our Form 10-Q and the “As Previously Reported” column amounts in our Amendment No. 2 to our Form 10-Q.
For the three months ended March 31, 2009 | Per Amendment No. 1 "As Previously Reported" | Global Cricket Venture Reclassification | Per Amendment No. 2 "As Previously Reported" | |||||||||
OPERATING EXPENSES | ||||||||||||
Amortization and depreciation | 98,166 | - | 98,166 | |||||||||
Amortization of website development costs | 32,562 | - | 32,562 | |||||||||
Corporate general and administrative | 118,210 | 40,064 | 158,274 | |||||||||
ECommerce general and administrative | 80,220 | - | 80,220 | |||||||||
Management fees and employee salaries | 774,972 | 185,874 | 960,846 | |||||||||
Corporate marketing | 2,454 | 1,317 | 3,771 | |||||||||
ECommerce marketing | 111,422 | - | 111,422 | |||||||||
Other expenses | 346,564 | - | 346,564 | |||||||||
Total Operating Expenses | 1,564,570 | 227,255 | 1,791,825 | |||||||||
NON-OPERATING INCOME (EXPENSES) | ||||||||||||
Global Cricket Venture expenses | 22,745 | 227,255 | 250,000 | |||||||||
Global Cricket Venture payments | - | - | - | |||||||||
Gain from sales and sales-type lease of domain names | 580,525 | - | 580,525 | |||||||||
Accretion interest expense | (40,000 | ) | - | (40,000 | ) | |||||||
Interest and investment income | 890 | - | 890 | |||||||||
Total Non-Operating Income (Expenses) | 564,160 | 227,255 | 791,415 | |||||||||
NET LOSS AND COMPREHENSIVE LOSS FOR THE PERIOD | $ | (634,647 | ) | $ | - | $ | (634,647 | ) |
Mr. Andrew Mew
Accounting Branch Chief
United States Securities and Exchange Commission
November 20, 2009
Page 4
June 30, 2009
In our consolidated financial statements included in the June 2009 10-Q Amendment, we have reclassified $155,968 of Global Cricket Venture expenses to separate operating expense categories for the three month period ended June 30, 2009. The table below demonstrates the reclassification of these amounts included in the June 2009 10-Q Amendment for the three months ended June 30, 2009.
For the three months ended June 30, 2009 | As Reported on Form 10-Q | Global Cricket Venture Reclassification | Per Amendment No. 1 | |||||||||
OPERATING EXPENSES | ||||||||||||
Amortization and depreciation | 98,246 | - | 98,246 | |||||||||
Amortization of website development costs | 33,507 | - | 33,507 | |||||||||
Corporate general and administrative | 215,472 | (8,344 | ) | 207,128 | ||||||||
ECommerce general and administrative | 73,668 | - | 73,668 | |||||||||
Management fees and employee salaries | 836,968 | 159,693 | 996,661 | |||||||||
Corporate marketing | 1,602 | 4,619 | 6,221 | |||||||||
ECommerce marketing | 114,965 | - | 114,965 | |||||||||
Total Operating Expenses | 1,374,428 | 155,968 | 1,530,396 | |||||||||
NON-OPERATING INCOME (EXPENSES) | ||||||||||||
Global Cricket Venture expenses | (155,968 | ) | 155,968 | - | ||||||||
Gain from sales and sales-type lease of domain names | 326,934 | - | 326,934 | |||||||||
Accretion interest expense | (23,300 | ) | - | (23,300 | ) | |||||||
Interest and investment income | 665 | - | 665 | |||||||||
Impairment of Auction Software | (590,973 | ) | - | (590,973 | ) | |||||||
Total Non-Operating Income (Expenses) | (442,642 | ) | 155,968 | (286,674 | ) | |||||||
NET LOSS BEFORE TAXES | $ | (1,427,912 | ) | $ | - | $ | (1,427,912 | ) |
Mr. Andrew Mew
Accounting Branch Chief
United States Securities and Exchange Commission
November 20, 2009
Page 5
Also in our consolidated financial statements included in the June 2009 10-Q Amendment, we have reclassified $383,223 of Global Cricket Venture expenses to separate operating expense categories for the six month period ended June 30, 2009. The table below demonstrates the reclassification of these amounts included in the June 2009 10-Q Amendment for the six months ended June 30, 2009.
For the six months ended June 30, 2009 | As Reported on Form 10-Q | Global Cricket Venture Reclassification | Per Amendment No. 1 | |||||||||
OPERATING EXPENSES | ||||||||||||
Amortization and depreciation | 196,412 | - | 196,412 | |||||||||
Amortization of website development costs | 66,069 | - | 66,069 | |||||||||
Corporate general and administrative | 501,658 | 31,824 | 533,482 | |||||||||
ECommerce general and administrative | 153,888 | - | 153,888 | |||||||||
Management fees and employee salaries | 1,844,689 | 345,567 | 2,190,256 | |||||||||
Corporate marketing | 4,161 | 5,832 | 9,993 | |||||||||
ECommerce marketing | 226,387 | - | 226,387 | |||||||||
Other expenses | 264,904 | - | 264,904 | |||||||||
Total Operating Expenses | 3,258,168 | 383,223 | 3,641,391 | |||||||||
NON-OPERATING INCOME (EXPENSES) | ||||||||||||
Global Cricket Venture expenses | (383,223 | ) | 383,223 | - | ||||||||
Global Cricket Venture payments | 250,000 | - | 250,000 | |||||||||
Gain from sales and sales-type lease of domain names | 944,867 | - | 944,867 | |||||||||
Accretion interest expense | (63,300 | ) | - | (63,300 | ) | |||||||
Interest and investment income | 1,555 | - | 1,555 | |||||||||
Impairment of Auction Software | (590,973 | ) | - | (590,973 | ) | |||||||
Total Non-Operating Income (Expenses) | 158,926 | 383,223 | 542,149 | |||||||||
NET LOSS BEFORE TAXES | $ | (2,344,321 | ) | $ | - | $ | (2,344,321 | ) |
In making our responses we acknowledge that:
· | the Company is responsible for the adequacy and accuracy of the disclosure in the filings; |
· | staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
· | the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
We hope that we have adequately addressed your comments. If you have further comments, we ask that you forward them by facsimile to Mary Ann Sapone, Esq. of Richardson & Patel LLP at (310) 208-1154. Ms. Sapone’s direct telephone number is (707) 937-2059.
We look forward to hearing from you shortly.
Very truly yours,
LIVECURRENT MEDIA INC.
By: /s/ C. Geoffrey Hampson
C. Geoffrey Hampson, Chief Financial Officer
cc: Robert Babula